<PAGE> 1
REGISTRATION NO. 2-95501
FISCAL YEAR END DECEMBER 31
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 16
AND
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 15
------------------------
MONY SERIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ARTICLES OF INCORPORATION)
1740 BROADWAY, NEW YORK, NEW YORK 10019
(ADDRESS AND PRINCIPAL EXECUTIVE OFFICE)
(212)708-2000
(TELEPHONE NUMBER)
EDWARD P. BANK, ESQ.
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 BROADWAY, NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective on May 1, 1999 pursuant to
Rule 485 (b).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
MONY SERIES FUND, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
PART A INFORMATION REQUIRED IN A PROSPECTUS PROSPECTUS SECTION
- ------ ------------------------------------ ------------------
<S> <C> <C>
Item 1 Cover Page.................................... Cover Page
Item 2 Risk/Return Summary: Investments, Risks and
Performance................................. The Fund
Item 3 Risk/Return Summary: Fee Table................ The Fund
Item 4 Investment Objectives, Principal Investment
Strategies, and Related Risks............... The Fund
Item 5 Management's Discussion of Fund Performance... The Fund, Financial Highlights
Item 6 Management, Organization and Capital
Structure................................... Management of the Fund, Legal Proceedings
Item 7 Shareholder Information....................... Purchase and Redemption of Shares;
Determination of Net Asset Value;
Dividends, Distribution and Taxes
Item 8 Distribution Arrangements..................... The Fund
Item 9 Financial Highlights Information.............. The Fund, Financial Highlights
</TABLE>
<TABLE>
<CAPTION>
INFORMATION REQUIRED IN A
PART B STATEMENT OF ADDITIONAL INFORMATION CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ------ ----------------------------------- ----------------------------------------------
<S> <C> <C>
Item 10 Cover Page and Table of Contents.............. Cover Page; Table of Contents
Item 11 Fund History.................................. General Information
Item 12 Description of the Fund and Its Investments
and Risks................................... Investment Restrictions
Item 13 Management of the Fund........................ Investment Advisory and Other Services;
Management of the Fund
Item 14 Control Persons and Principal Holders of
Securities.................................. Control Persons
Item 15 Investment Advisory and Other Services........ Investment Advisory and Other Services;
Portfolio Brokerage and Related Practices;
Control Persons
Item 16 Brokerage Allocation and Other Practices...... Portfolio Brokerage and Related Practices;
Investment Advisory and Other Services
Item 17 Capital Stock and Other Securities............ General Information; Investment Advisory and
Related Practices; Voting Rights
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
INFORMATION REQUIRED IN A
PART B STATEMENT OF ADDITIONAL INFORMATION CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ------ ----------------------------------- ----------------------------------------------
<S> <C> <C>
Item 18 Purchase, Redemption and Pricing of Shares.... Portfolio Brokerage and Related Practices;
Investment Advisory and Other Services
Item 19 Taxation of the Fund.......................... Federal Income Tax Status
Item 20 Underwriters.................................. Investment Advisory and Other Services
Item 21 Calculation of Performance Data............... Performance Data; Calculation of Performance
of the Portfolios
Item 22 Financial Statements.......................... Financial Statements
PART C OTHER INFORMATION
- ------- ----------------------------------------------
Item 23 Exhibits
Item 24 Persons Controlled by or Under Common Control
with the Fund
Item 25 Indemnification
Item 26 Business and Other Connections of Investment
Advisor
Item 27 Principal Underwriters
Item 28 Location of Accounts and Records
Item 29 Management Services
Item 30 Undertakings
Signatures
</TABLE>
<PAGE> 4
MONY SERIES FUND, INC.
PROSPECTUS
DATED MAY 1, 1999
MONY Series Fund, Inc. provides a wide range of investment options through its
seven separate portfolios. The portfolios are:
EQUITY INCOME PORTFOLIO
EQUITY GROWTH PORTFOLIO
INTERMEDIATE TERM BOND PORTFOLIO
LONG TERM BOND PORTFOLIO
GOVERNMENT SECURITIES PORTFOLIO
MONEY MARKET PORTFOLIO
DIVERSIFIED PORTFOLIO
MONY SERIES FUND, INC. PORTFOLIOS ARE NOT AVAILABLE DIRECTLY TO INDIVIDUAL
INVESTORS BUT MAY BE OFFERED ONLY THROUGH CERTAIN INSURANCE PRODUCTS AND PENSION
AND RETIREMENT PLANS.
AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION DOES NOT
GUARANTEE THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE, NOR
HAS IT JUDGED THIS FUND FOR INVESTMENT MERIT. IT IS A CRIMINAL OFFENSE TO STATE
OTHERWISE.
<PAGE> 5
MONY SERIES FUND, INC.
PROSPECTUS
DATED MAY 1, 1999
NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS. IF ANY OTHER INFORMATION IS GIVEN OR OTHER
REPRESENTATIONS ARE MADE, YOU MUST NOT RELY ON THEM AS HAVING BEEN AUTHORIZED BY
THE FUND OR THE INVESTMENT ADVISER. THIS PROSPECTUS IS NOT AN OFFER IN ANY STATE
WHERE SUCH OFFERING MAY NOT LAWFULLY BE MADE.
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE FUND.................................................... 1
Portfolio Information Key................................. 1
Equity Income Portfolio................................... 2
Equity Growth Portfolio................................... 5
Intermediate Term Bond Portfolio.......................... 8
Long Term Bond Portfolio.................................. 11
Government Securities Portfolio........................... 14
Money Market Portfolio.................................... 17
Diversified Portfolio..................................... 19
MANAGEMENT OF THE FUND...................................... 22
Investment Adviser........................................ 22
Custodian, Transfer Agent and Dividend Disbursing Agent... 22
Year 2000 Issue........................................... 23
Legal Proceedings......................................... 23
PURCHASE AND REDEMPTION OF SHARES........................... 23
DIVIDENDS, DISTRIBUTIONS AND TAXES.......................... 23
SHARES IN THE FUND.......................................... 24
THE ACCOUNTS AND THE CONTRACTS.............................. 25
DETERMINATION OF NET ASSET VALUE............................ 25
Valuation of Equity Income and Equity Growth Portfolios... 26
Valuation of Intermediate Term Bond, Long Term Bond and
Government Securities Portfolios....................... 26
Valuation of Money Market Portfolio....................... 26
Valuation of Diversified Portfolio........................ 27
Appendix A.................................................. A-1
Appendix B.................................................. B-1
</TABLE>
i
<PAGE> 6
THE FUND
MONY Series Fund, Inc. (the "Fund") currently has seven (7) separate
portfolios. Each portfolio is in effect a separate investment fund for
investment and federal tax purposes. In other respects the Fund is treated as
one entity. For more detailed information, see "Structure of the Fund," at page
. Information on each of the portfolios of the Fund is provided below.
PORTFOLIO INFORMATION KEY
Goal and Strategy
The portfolio's particular investment goals and the strategies it intends
to use in pursuing these goals.
Portfolio Securities
The primary types of securities in which the portfolio invests. Secondary
investments are described in " " on page .
Risk Factors
The major risk factors associated with the portfolio.
Portfolio Management
The individual or group (including sub-advisers, if any) designated by the
investment adviser to handle the portfolio's day-to-day management.
Expenses
The overall costs borne by an investor in the portfolio, including annual
expenses.
Financial Highlights
A table showing the portfolio's financial performance for up to ten years,
by share class. A bar chart showing total return allows you to compare the
portfolio's historical risk level to those of other funds.
1
<PAGE> 7
EQUITY INCOME PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY This is a stock portfolio that invests in companies with
above average dividend yields. The goal is capital appreciation combined with a
high level of current income. Dividend yield relative to the Standard and Poor's
500 average is used as a discipline and measure of value in selecting stocks for
the portfolio. To qualify for purchase a stock's yield must be greater than the
S&P yield. The effect of this discipline is that a stock whose price rises
faster than its dividend increases, is sold.
PORTFOLIO SECURITIES Stocks that have above average yields generally have
larger market capitalizations, are more mature and should be less volatile than
those held in the Equity Growth Portfolio. They will generally be listed on the
New York Stock Exchange, although some may be traded over-the-counter. Primarily
the fund will be invested in common stocks, but some convertible instruments and
short-term obligations may be used.
RISK FACTORS A high dividend yield provides some current income, represents a
measure of value and generally dampens price volatility. Even though the
portfolio's stocks may be less volatile than the market, during periods of
market decline they will also decline. The loss of money is a risk of investing
in the portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by a committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .50% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million
average daily net assets of the Portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES Equal to . % of average daily net assets
Expenses other than the Management Fees
that are borne by the Portfolio
- --------------------------------------------------------------------------------------------
12B-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 8
The bar chart and table shown below provide an indication of the risks of
investing in the Equity Income Portfolio by showing changes in the Portfolio's
performance from year-to-year over a ten-year period and by showing how the
Portfolio's average annual returns for one, five and ten years compare to those
of a broad-based securities market index. How the Portfolio has performed in the
past is not necessarily an indication of how the Portfolio will perform in the
future.
[Equity Income Graph]
<TABLE>
<CAPTION>
Equity Income Portfolio
<S> <C>
1989 22.42
1990 -6.73
1991 20.31
1992 10.31
1993 14.14
1994 0.78
1995 33.12
1996 19.76
1997 31.26
1998 12.63
</TABLE>
During the ten-year period shown in the bar chart, the highest return for a
quarter was 16.14% (quarter ending June 30, 1997) and the lowest return for a
quarter was -11.94% (quarter ending September 30, 1990).
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity Income Portfolio 12.63% 18.88% 15.14%
- ----------------------------------------------------------------------------------------------
S & P 500 28.7% 24.1% 19.2%
- ----------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$ $ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below are highlights of the operations of the
Equity Income Portfolio. Additional financial information is contained in the
Statement of Additional Information of the Fund and in its Annual Report. Both
of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 as well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
3
<PAGE> 9
MONY SERIES FUND, INC.
EQUITY INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year... $ 23.44 $ 19.61 $ 15.53 $ 16.43
----------- ----------- ----------- ----------- -----------
Income from investment operations
Net investment income.............. 0.61 0.98 0.69 0.64
Net gains (losses) on investments
(both realized and unrealized)... 5.96 2.89 4.45 (0.51)
----------- ----------- ----------- ----------- -----------
Total from investment
operations.................... 6.57 3.87 5.14 0.13
Less distributions
Dividends (from net investment
income).......................... (1.00) (0.04) (0.65) (0.64)
Distributions (from realized
capital gains)................... (1.91) 0.00 (0.41) (0.39)
----------- ----------- ----------- ----------- -----------
Total distributions.............. (2.91) (0.04) (1.06) (1.03)
Net asset value, end of year......... $ 27.10 $ 23.44 $ 19.61 $ 15.53
=========== =========== =========== =========== ===========
Total return..................... 31.26% 19.76% 33.12% 0.78%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year.............. $20,720,886 $18,572,347 $18,091,035 $16,204,925
Average commission rate.............. $ 0.0491 $ 0.0593 N/A N/A
Ratio of net investment income to
average net assets................. 2.20% 2.79% 3.54% 3.53%
Ratio of expenses to average net
assets............................. 0.59% 0.55% 0.56% 0.48%
Portfolio turnover rate.............. 29.32% 29.37% 26.80% 32.48%
</TABLE>
- ---------------
* Less than $.01 per share.
4
<PAGE> 10
EQUITY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY This is a stock portfolio that invests in companies with
above average earnings growth. The goal is capital appreciation. The primary
consideration in stock selection is the rate of earnings growth relative to the
price. The portfolio seeks companies that have a specific advantage (products,
patents, sales force, management etc.) which enables them to grow at a superior
pace. They generally achieve their sales growth by selling more units, rather
than depending on price increases alone.
PORTFOLIO SECURITIES Stocks that have higher earnings growth rates are
generally in newer, more dynamic industries. They reinvest earnings in the
business rather than pay dividends and sell at higher price to earnings ratios.
Expectations are higher with these companies and their investors want them to
demonstrate quarter by quarter increases and can be quick to sell if they
disappoint. As a result, these stocks are more volatile than those held in the
Equity Income Portfolio. As many of the fastest growing companies currently are
traded over-the-counter, this portfolio will have correspondingly larger
holdings of over-the-counter stocks.
RISK FACTORS In addition to general market risk, because this portfolio holds
smaller, newer companies that operate in fast changing environments, it will be
more volatile in both rising and falling markets. Individual stock risk and
reward will be greater than in the Equity Income Portfolio. The loss of money is
a risk of investing in the Portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by a committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases (as a percentage of
offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .50% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million.
average daily net assets of the Portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES
Expenses other than the Management Fees
that are borne by the Portfolio.
- --------------------------------------------------------------------------------------------
12B-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 11
The bar chart and table shown below provide an indication of the risks of
investing in the Equity Growth Portfolio by showing changes in the Portfolio's
performance from year-to-year over a ten-year period and by showing how the
Portfolio's average annual returns for one, five and ten years compare to those
of a broad-based securities market index. How the Portfolio has performed in the
past is not necessarily an indication of how the Portfolio will perform in the
future.
[Equity Growth Portfolio Graph]
<TABLE>
<CAPTION>
Equity Growth Portfolio
<S> <C>
1989 30.83
1990 -1.45
1991 34.66
1992 -0.84
1993 9.71
1994 2.15
1995 30.54
1996 20.95
1997 30.68
1998 25.46
</TABLE>
During the ten-year period shown in the bar chart, the highest return for a
quarter was 21.15% (quarter ending December 31, 1998) and the lowest return for
a quarter was -15.46% (quarter ending September 30, 1990).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity Growth Portfolio 25.46% 21.45% 17.44%
- -----------------------------------------------------------------------------------------------
S & P 500 28.7% 24.1% 19.2%
- -----------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$ $ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below is highlights of the operations of the
Equity Growth Portfolio. Additional financial information is contained in the
Statement of Additional Information of the Fund and in its Annual Report. Both
of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 a well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
6
<PAGE> 12
MONY SERIES FUND, INC.
EQUITY GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year........ $ 30.37 $ 25.11 $ 20.59 $ 20.70
---------- ---------- ---------- ---------- ----------
Income from investment operations
Net investment income................... 0.11 0.96 0.39 0.36
Net gains (losses) on investments (both
realized and unrealized).............. 8.42 4.30 5.90 0.09
---------- ---------- ---------- ---------- ----------
Total from investment operations...... 8.53 5.26 6.29 0.45
---------- ---------- ---------- ---------- ----------
Less distributions
Dividends (from net investment
income)............................... (0.96) 0.00 (0.39) (0.36)
Distributions (from realized capital
gains)................................ (1.86) 0.00 (1.34) (0.20)
Distributions (from additional paid-in
capital).............................. 0.00 0.00 0.00 0.00
Distributions (in excess of realized
capital gain)......................... 0.00 0.00 (0.04) 0.00
---------- ---------- ---------- ---------- ----------
Total distributions................... (2.82) 0.00 (1.77) (0.56)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year.............. $ 36.08 $ 30.37 $ 25.11 $ 20.59
========== ========== ========== ========== ==========
Total return.......................... 30.68% 20.95% 30.54% 2.15%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year................... $2,799,106 $2,154,669 $1,873,569 $1,556,536
Average commission rate................... $ 0.0418 $ 0.0330 N/A N/A
Ratio of net investment income to average
net assets.............................. 0.34% 0.62% 1.54% 2.11%
Ratio of expenses to average net assets... 1.33% 1.22% 1.28% 0.53%
Portfolio turnover rate................... 45.90% 44.17% 38.17% 55.09%
</TABLE>
7
<PAGE> 13
INTERMEDIATE TERM BOND PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY The portfolio is a bond account that seeks to maximize income
and capital appreciation through the investment in intermediate-maturity debt
obligations. The portfolio seeks to achieve this objective by investing in
investment-grade fixed-income securities issued by a diverse mix of
corporations, the U.S. Government and its agencies or instrumentalities, as well
as mortgage-backed and asset-backed securities. The portfolio is expected to
have a dollar weighted average maturity between four and eight years under most
circumstances. The portfolio's benchmark objectives are to outperform the Lehman
Brothers Intermediate Government/Corporate index and competing funds.
PORTFOLIO SECURITIES The portfolio invests in debt instruments issued by the
U.S. Government, its agencies and instrumentalities, corporations, as well as
mortgage-backed and asset-backed securities. All securities in the portfolio
will be investment-grade. An investment-grade security carries a minimum rating
of credit quality issued by an independent rating agency at the time of
purchase. Specific securities in the portfolio can have expected maturities as
short as one day, or as long as 30 years or more, but the portfolio as a whole
is expected to have an average maturity of four to eight years.
RISK FACTORS As with any fixed-income fund, the value of investments in the
portfolio can be expected to change with daily changes in the market level of
interest rates. The portfolio is expected to have an effective duration between
2 and 4 years. In general, bond prices move inversely with interest rate
changes. Duration is a common measurement of how sensitive a bond price is to a
movement in interest rates. Additionally, while the portfolio will invest only
in investment-grade securities, market prices for those securities can still
vary independent of interest rate changes, depending on the market evaluation of
general credit conditions and liquidity. The loss of money is a risk of
investing in the portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by a committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .50% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million
average daily net assets of the Portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES Equal to . % of average daily net assets
Expenses other than the Management Fees for 1998
that are borne by the Portfolio
- --------------------------------------------------------------------------------------------
12b-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 14
The bar chart and table shown below provide an indication of the risks of
investing in the Intermediate Term Bond Portfolio by showing changes in the
Portfolio's performance from year-to-year over a ten-year period and by showing
how the Portfolio's average annual returns for one, five and ten years compare
to those of a broad-based securities market index. How the Portfolio has
performed in the past is not necessarily an indication of how the Portfolio will
perform in the future.
[Equity Income Graph]
<TABLE>
<CAPTION>
Intermediate Term Bond Portfolio
<S> <C>
1989 11.63
1990 6.90
1991 15.27
1992 6.85
1993 7.84
1994 -1.52
1995 14.82
1996 3.69
1997 7.70
1998 7.44
</TABLE>
During the ten-year period shown in the bar chart, the highest return for a
quarter was 6.61% (quarter ending June 30, 1989) and the lowest return for a
quarter was -1.90% (quarter ending March 31, 1994).
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Intermediate Term Bond Portfolio 7.44% 6.29% 7.97%
- ------------------------------------------------------------------------------------------------
Lehman Brothers Intermediate Gov/Corp Index 8.44% 6.60% 8.52%
- ------------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$ $ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below is highlights of the operations of the
Intermediate Term Bond Portfolio. Additional financial information is contained
in the Statement of Additional Information of the Fund and in its Annual Report.
Both of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 a well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
9
<PAGE> 15
MONY SERIES FUND, INC.
INTERMEDIATE TERM BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year... $ 10.96 $ 10.57 $ 9.75 $ 10.51
----------- ----------- ----------- ----------- -----------
Income from investment operations
Net investment income.............. 0.63 0.62 0.63 0.60
Net gains (losses) on investments
(both realized and unrealized)... 0.16 (0.23) 0.82 (0.76)
----------- ----------- ----------- ----------- -----------
Total from investment
operations.................... 0.79 0.39 1.45 (0.16)
----------- ----------- ----------- ----------- -----------
Less distributions
Dividends (from net investment
income).......................... (0.63) 0.00 (0.63) (0.60)
Distributions (from realized
capital gains)................... 0.00 0.00 0.00 0.00
Distributions (from additional
paid-in capital)................. 0.00 0.00 0.00 0.00
----------- ----------- ----------- ----------- -----------
Total distributions.............. (0.63) 0.00 (0.63) (0.60)
----------- ----------- ----------- ----------- -----------
Net asset value, end of year......... $ 11.12 $ 10.96 $ 10.57 $ 9.75
=========== =========== =========== =========== ===========
Total return..................... 7.70% 3.69% 14.82% (1.52%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year.............. $44,216,994 $40,045,253 $37,519,833 $32,283,693
Ratio of net investment income to
average net assets................. 5.98% 5.88% 6.10% 5.66%
Ratio of expenses to average net
assets............................. 0.51% 0.48% 0.49% 0.52%
Portfolio turnover rate.............. 79.25% 33.59% 32.07% 25.41%
</TABLE>
- ---------------
* Less than $.01 per share.
10
<PAGE> 16
LONG TERM BOND PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY The portfolio is a bond account that seeks to maximize income
and capital appreciation through the investment in long-maturity debt
obligations. The portfolio seeks to achieve this objective by investing in
investment-grade fixed-income securities issued by a diverse mix of
corporations, the U.S. Government and its agencies or instrumentalities, as well
as mortgage-backed and asset-backed securities. The portfolio is expected to
have a dollar weighted average maturity of more than eight years under most
circumstances. The portfolio's benchmark objectives are to outperform the Lehman
Brothers Long Government/Corporate index and other competing funds.
PORTFOLIO SECURITIES The portfolio invests in debt instruments issued by the
U.S. Government, its agencies and instrumentalities, corporations, as well as
mortgage-backed and asset-backed securities. All securities in the portfolio
will be investment-grade. An investment-grade security carries a minimum rating
of credit quality issued by an independent rating agency at the time of
purchase. Specific securities in the portfolio can have expected maturities as
short as one day, or as long as 30 years or more, but the portfolio as a whole
is expected to have an average maturity of longer than eight years.
RISK FACTORS As with any fixed-income fund, the value of the investments in the
portfolio can be expected to change with daily changes in the market level of
interest rates. The portfolio is expected to have an effective duration between
8 and 15 years. In general, bond prices move inversely with interest rate
changes. Duration is a common measurement of how sensitive a bond price is to a
movement in interest rates. Higher durations can be expected to be more price
sensitive. Additionally, while the portfolio will invest only in
investment-grade securities, market prices for those securities can still vary
independent of interest rate changes, depending on the market evaluation of
general credit conditions and liquidity. The loss of money is a risk of
investing in the portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by a committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .50% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million
average daily net assets of the Portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES Equal to . % of average daily net assets
Expenses other than the Management Fees for 1998
that are borne by the Portfolio
- --------------------------------------------------------------------------------------------
12b-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 17
The bar chart and table shown below provide an indication of the risks of
investing in the Long Term Bond Portfolio by showing changes in the Portfolio's
performance from year-to-year over a ten-year period and by showing how the
Portfolio's average annual returns for one, five and ten years compare to those
of a broad-based securities market index. How the Portfolio has performed in the
past is not necessarily an indication of how the Portfolio will perform in the
future.
[Equity Income Graph]
<TABLE>
<CAPTION>
Long Term Bond Portfolio
<S> <C>
1989 16.95
1990 6.26
1991 17.57
1992 8.79
1993 14.21
1994 -6.14
1995 30.04
1996 -0.31
1997 13.44
1998 10.08
</TABLE>
During the ten-year period shown in the bar chart, the highest return for a
quarter was 11.44% (quarter ending June 30, 1989) and the lowest return for a
quarter was -6.29% (quarter ending March 31, 1996).
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Long Term Bond Portfolio 10.08% 8.72% 10.68%
- ----------------------------------------------------------------------------------------------
Lehman Brothers Long Gov/Corp Index 11.77% 9.13% 11.30%
- ----------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
------ ------- -------
<S> <C> <C>
$ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below is highlights of the operations of the
Long Term Bond Portfolio. Additional financial information is contained in the
Statement of Additional Information of the Fund and in its Annual Report. Both
of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 a well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
12
<PAGE> 18
MONY SERIES FUND, INC.
LONG TERM BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year... $ 12.84 $ 12.88 $ 10.47 $ 12.05
----------- ----------- ----------- ----------- -----------
Income from investment operations
Net investment income.............. 0.76 0.79 0.74 0.84
Net gains (losses) on investments
(both realized and unrealized)... 0.83 (0.83) 2.41 (1.58)
----------- ----------- ----------- ----------- -----------
Total from investment
operations.................... 1.59 (0.04) 3.15 (0.74)
----------- ----------- ----------- ----------- -----------
Less distributions
Dividends (from net investment
income).......................... (0.79) 0.00 (0.74) (0.84)
Distributions (from realized
capital gains)................... 0.00 0.00 0.00 0.00
Distributions (from additional
paid-in capital)................. 0.00 0.00 0.00 0.00
----------- ----------- ----------- ----------- -----------
Total distributions.............. (0.79) 0.00 (0.74) (0.84)
----------- ----------- ----------- ----------- -----------
Net asset value, end of year......... $ 13.64 $ 12.84 $ 12.88 $ 10.47
=========== =========== =========== =========== ===========
Total return..................... 13.44% (.31%) 30.04% (6.14%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year.............. $75,352,764 $62,098,817 $62,017,889 $44,012,329
Ratio of net investment income to
average net assets................. 6.33% 6.40% 6.58% 6.45%
Ratio of expenses to average net
assets............................. 0.49% 0.46% 0.48% 0.49%
Portfolio turnover rate.............. 37.08% 59.78% 79.45% 110.19%
</TABLE>
- ---------------
* Less than $.01 per share.
13
<PAGE> 19
GOVERNMENT SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY The portfolio is a bond account that seeks to maximize
income and capital appreciation through the investment in the highest credit
quality debt obligations; those issued or guaranteed by the U.S. Government, its
agencies and instrumentalities. The portfolio is expected to have a dollar
weighted average maturity between four and eight years under most circumstances.
The portfolio's benchmark objectives are to outperform the Lehman Brothers
Intermediate Government Index and other competing funds.
PORTFOLIO SECURITIES The portfolio invests in bonds, notes and other
obligations either issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. This may include obligations such as mortgage-backed
securities that carry full agency or instrumentality guarantees. Specific
securities in the portfolio can have expected maturities as short as one day or
as long as 30 years or more, but the portfolio as a whole is expected to have an
average maturity of four to eight years.
RISK FACTORS While the portfolio invests in securities of the highest possible
credit quality, the value of those investments can still be expected to change
with daily changes in the market level of interest rates. The portfolio is
expected to have an effective duration between 2 and 4 years. In general, bond
prices move inversely with interest rate changes. Duration is a common
measurement of how sensitive a bond price is to movement in interest rates. The
U.S. Government or its agencies do not guarantee investments in the portfolio.
The loss of money is a risk of investing in the portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by a committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .50% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million
average daily net assets of each portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES Equal to . % of average daily net assets
Expenses other than the Management Fees for 1998
that are borne by the Portfolio
- --------------------------------------------------------------------------------------------
12b-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE> 20
The bar chart and table shown below provide an indication of the risks of
investing in the Government Securities Portfolio by showing changes in the
Portfolio's performance from year-to-year from May 1, 1991 to December 31, 1998
and by showing how the Portfolio's average annual returns for one, five and
since inception compare to those of a broad-based securities market index. How
the Portfolio has performed in the past is not necessarily an indication of how
the Portfolio will perform in the future.
[Government Securities Portfolio Graph]
<TABLE>
<CAPTION>
Government Securities Portfolio
<S> <C>
1991 9.70
1992 7.01
1993 8.18
1994 -2.68
1995 10.89
1996 3.62
1997 7.18
1998 6.85
</TABLE>
During the period since inception shown in the bar chart, the highest return for
a quarter was 7.64% (quarter ending September 30, 1991) and the lowest return
for a quarter was -3.01% (quarter ending June 30, 1991).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS 10
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS YEARS
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Government Securities Portfolio 6.85% 5.30% 6.69%
- -----------------------------------------------------------------------------------------------
Lehman Brothers Intermediate US Gov 8.40% 6.45% N/A
- -----------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$ $ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below is highlights of the operations of the
Government Securities Portfolio. Additional financial information is contained
in the Statement of Additional Information of the Fund and in its Annual Report.
Both of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 as well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
15
<PAGE> 21
MONY SERIES FUND, INC.
GOVERNMENT SECURITIES PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period... $ 10.58 $ 10.21 $ 9.51 $ 9.72
----------- ----------- ----------- ---------- ----------
Income from investment operations
Net investment income................ 0.45 0.45 0.34 0.05
Net gains (losses) on investments
(both realized and unrealized)..... 0.28 (0.08) 0.70 (0.21)
----------- ----------- ----------- ---------- ----------
Total from investment operations... 0.73 0.37 1.04 (0.16)
----------- ----------- ----------- ---------- ----------
Less distributions
Dividends (from net investment
income)............................ (0.42) 0.00 (0.34) (0.05)
Distributions (from realized capital
gains)............................. 0.00 0.00 (0.00)* 0.00
Distributions (in excess of realized
capital gains)..................... 0.00 0.00 (0.00) 0.00
----------- ----------- ----------- ---------- ----------
Total distributions................ (0.42) 0.00 (0.34) (0.05)
----------- ----------- ----------- ---------- ----------
Net asset value, end of period......... $ 10.89 $ 10.58 $ 10.21 $ 9.51
=========== =========== =========== ========== ==========
Total return....................... 7.18% 3.62% 10.89% (2.68%)+++
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period.............. $25,065,893 $16,383,300 $8,555,893 $1,204,231
Ratio of net investment income to
average net assets................... 5.52% 5.59% 6.10% 5.43%+++
Ratio of expenses to average net
assets............................... 0.56% 0.55% 0.74% 0.57%+++
Portfolio turnover rate................ 19.14% 12.52% 0.28% 7.82%
</TABLE>
- ---------------
* Less than $.01 per share.
** Commencement of operations.
+ Annualized
++ Average Annual
+++ Annualized since Portfolio was dormant from June 24, 1994 to November 18,
1994.
16
<PAGE> 22
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY The portfolio seeks to maximize current income while
preserving capital and maintaining liquidity. To pursue this goal, the portfolio
invests primarily in high quality short-term money market instruments.
PORTFOLIO SECURITIES The portfolio invests primarily in U.S.
dollar-denominated issues of corporations, U.S. Government and agency
obligations, and asset-backed securities with remaining maturities of 397 days
or less. The dollar-weighted average life to maturity of the securities held in
the portfolio will be 90 days or less. These securities include commercial
paper, bankers' acceptances, certificates of deposit, time deposits, and other
debt obligations. The portfolio holds fixed and floating interest rate
instruments. The portfolio does not hold more than 5% of its assets in any one
issuer.
RISK FACTORS As with any money market fund, the fund will be subject to
fluctuations in the level of current income due to reinvestment risk. Securities
in the portfolio may not yield as high a level of current income as securities
with longer maturities or of lower quality. Such other securities generally
possess a lesser degree of liquidity and greater market risk. The portfolio
seeks to minimize credit risk through careful selection of securities of
approved issuers. Nevertheless, reinvestment risk and credit risk cannot be
eliminated and these factors will affect the net asset value of the fund. An
investment in the portfolio is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the portfolio
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .40% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million
average daily net assets of the Portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES Equal to . % of average daily net assets
Expenses other than the Management Fees for 1998
that are borne by the Portfolio
- --------------------------------------------------------------------------------------------
12b-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
The bar chart and table shown below provide an indication of the risks of
investing in the Money Market Portfolio by showing changes in the Portfolio's
performance from year-to-year over a ten-year period and by showing how the
Portfolio's average annual returns for one, five and ten years compare to those
of a broad-
17
<PAGE> 23
based securities market index. How the Portfolio has performed in the past is
not necessarily an indication of how the Portfolio will perform in the future.
Bar Chart [to be filed by Amendment]
During the ten-year period shown in the bar chart, the highest return for a
quarter was % (quarter ending December 31, 1998) and the lowest return for
a quarter was % (quarter ending September 30, 1990).
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS 10
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS YEARS
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Money Market Portfolio
- -------------------------------------------------------------------------------------------------
S & P 500
- -------------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$ $ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below is highlights of the operations of the
Money Market Portfolio. Additional financial information is contained in the
Statement of Additional Information of the Fund and in its Annual Report. Both
of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 a well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
MONY SERIES FUND, INC.
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
year....................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------- ------------ ------------ ------------ -----------
Income from investment
operations
Net investment income...... 0.03 0.05 0.05 0.04
Less distributions
Dividends (from net
investment income)...... (0.03) (0.05) (0.05) (0.04)
----------- ------------ ------------ ------------ -----------
Net asset value, end of
year....................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
=========== ============ ============ ============ ===========
Total return............ 5.15% 5.00% 5.50% 3.82%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year...... $158,286,237 $144,932,159 $110,366,978 $83,352,731
Ratio of net investment
income to average net
assets..................... 5.11% 4.95% 5.30% 3.77%
Ratio of expenses to average
net assets................. 0.46% 0.45% 0.46% 0.49%
</TABLE>
18
<PAGE> 24
DIVERSIFIED PORTFOLIO
- --------------------------------------------------------------------------------
GOAL AND STRATEGY The Diversified Portfolio seeks to maximize income and
capital appreciation through the investment in a mixed portfolio of common
stocks, investment-grade debt obligations, and money-market instruments.
PORTFOLIO SECURITIES The portfolio invests in a diversified mix of common
stocks of U.S. and foreign companies, investment-grade corporate and government
bonds, and money-market instruments. The mix of securities in the portfolio will
reflect the relative attractiveness of stocks, bonds, or money-market
instruments as determined by the portfolio manager.
RISK FACTORS The value of the investments in the portfolio will fluctuate with
movements in the stock and bond markets depending on the portfolio mix selected
by the manager. The loss of money is a risk of investing in the portfolio.
PORTFOLIO MANAGEMENT MONY Life Insurance Company of America manages the
portfolio. Investment decisions are made by a committee.
INVESTOR EXPENSES The figures below show the direct or indirect expenses for
the 1998 fiscal year. Future expenses may be greater or less.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) None
Imposed on purchases
(as a percentage of offering price)
- --------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE None
Imposed on reinvested dividends
- --------------------------------------------------------------------------------------------
MAXIMUM DEFERRED SALES CHARGE None
- --------------------------------------------------------------------------------------------
REDEMPTION FEE None
- --------------------------------------------------------------------------------------------
EXCHANGE FEE None
- --------------------------------------------------------------------------------------------
MANAGEMENT FEES Annual rate of .50% of the first $400
Investment advisory fees that are a daily million, .35% of the next $400 million and
charge equal to a percent of aggregate .30% of amounts in excess of $800 million
average daily net assets of the Portfolio
- --------------------------------------------------------------------------------------------
OTHER EXPENSES Equal to . % of average daily net assets
Expenses other than the Management Fees for 1998
that are borne by the Portfolio
- --------------------------------------------------------------------------------------------
12b-1 FEE None
- --------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 25
The bar chart and table shown below provide an indication of the risks of
investing in the Diversified Portfolio by showing changes in the Portfolio's
performance from year-to-year over a ten-year period and by showing how the
Portfolio's average annual returns for one, five and ten years compare to those
of a broad-based securities market index. How the Portfolio has performed in the
past is not necessarily an indication of how the Portfolio will perform in the
future.
[Equity Income Graph]
<TABLE>
<CAPTION>
Diversified Portfolio
<S> <C>
1989 22.11
1990 2.44
1991 20.34
1992 0.99
1993 10.92
1994 1.03
1995 26.32
1996 14.44
1997 24.97
1998 23.69
</TABLE>
During the ten-year period shown in the bar chart, the highest return for a
quarter was 16.98% (quarter ending December 31, 1998) and the lowest return for
a quarter was -7.10% (quarter ending September 30, 1998).
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE YEARS ENDING DECEMBER 31, 1998) 1 YEAR 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Diversified Portfolio 23.69% 17.67% 14.31%
- ----------------------------------------------------------------------------------------------
S & P 500 28.7% 24.1% 19.2%
- ----------------------------------------------------------------------------------------------
</TABLE>
Example
The table below shows what you would pay if you invested $10,000 for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$ $ $ $
</TABLE>
FINANCIAL HIGHLIGHTS Set forth below is highlights of the operations of the
Diversified Portfolio. Additional financial information is contained in the
Statement of Additional Information of the Fund and in its Annual Report. Both
of these documents are available at the address or phone number on the back
cover of this prospectus. The Annual Report also contains a discussion of the
performance of the Fund during 1998 as well as line graphs which show the value
at inception and for each year after inception of a $10,000 investment made in
each portfolio of the Fund. These graphs also show the performance of an
investment over the same period in securities that comprise a broad based,
unmanaged securities market index.
20
<PAGE> 26
MONY SERIES FUND, INC.
DIVERSIFIED PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year........ $ 17.99 $ 15.72 $ 13.14 $ 13.47
---------- ---------- ---------- ---------- ----------
Income from investment operations
Net investment income................... 0.34 0.36 0.43 0.38
Net gains (losses) on investments (both
realized and unrealized).............. 3.80 1.91 3.03 (0.24)
---------- ---------- ---------- ---------- ----------
Total from investment operations...... 4.14 2.27 3.46 0.14
---------- ---------- ---------- ---------- ----------
Less distributions
Dividends (from net investment
income)............................... (0.39) 0.00 (0.43) (0.38)
Distributions (from realized capital
gains)................................ (1.13) 0.00 (0.43) (0.09)
Distributions (in excess of realized
capital gain)......................... 0.00 0.00 (0.02) 0.00
---------- ---------- ---------- ---------- ----------
Total distributions................... (1.52) 0.00 (0.88) (0.47)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year.............. $ 20.61 $ 17.99 $ 15.72 $ 13.14
========== ========== ========== ========== ==========
Total return.......................... 24.97% 14.44% 26.32% 1.03%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year................... $3,229,389 $3,380,587 $3,272,075 $2,860,700
Average commission rate................... $ 0.0583 $ 0.0412 N/A N/A
Ratio of net investment income to average
net assets.............................. 1.43% 2.02% 2.68% 3.19%
Ratio of expenses to average net assets... 1.10% 0.91% 0.95% 0.57%
Portfolio turnover rate................... 32.58% 24.43% 27.69% 51.38%
</TABLE>
- ---------------
* Less than $.01 per share.
21
<PAGE> 27
MANAGEMENT OF THE FUND
INVESTMENT ADVISER
The Fund's investment adviser is MONY Life Insurance Company of America
("MONY America"). MONY America's principal business address is 1740 Broadway,
New York, New York 10019. MONY America is a wholly owned subsidiary of MONY Life
Insurance Company ("MONY"). MONY America will carry on the overall day-to-day
management of the seven current portfolios under an Investment Advisory
Agreement with the Fund. It also will provide investment advice and related
services for each of the portfolios. MONY America registered as an investment
adviser under the Investment Advisers Act of 1940 in 1985. Prior to 1985 MONY
America had not performed services as an investment adviser. MONY America has
entered into a Services Agreement with MONY to provide it with personnel,
services, facilities, supplies and equipment in order to carry out many of its
duties. MONY America pays MONY for these services.
Because the Investment Advisory Agreement and the Services Agreement are
interrelated and dependent on each other, MONY may be considered to be an
investment advisor of the Fund for certain federal regulatory purposes. MONY is
registered as an investment adviser under the Investment Advisers Act of 1940.
Its principal business address is 1740 Broadway, New York, New York 10019.
MONY is a life insurance company organized under the laws of New York in
1842 as The Mutual Life Insurance Company of New York. In 1998, The Mutual Life
Insurance Company of New York converted to a stock company through
demutualization and was renamed MONY Life Insurance Company. MONY manages the
investment assets held in its own general account, various separate accounts
established by MONY, and the assets of its employee thrift plan trust. From 1969
to 1981, MONY provided investment advisory services for MONY Advisers, Inc. (a
wholly owned subsidiary of MONY). MONY Advisers, Inc. acted as investment
adviser to The MONY Fund, Inc., a registered, diversified, open-end, management
investment company. As of December 31, 1998, total assets under management in
the accounts managed by MONY and MONY America were about $ billion.
These assets included common stocks with a value of about $ billion,
and long and medium term publicly traded fixed income securities with a value of
about $ billion, and short-term debt obligations with a value of about
$ million. The size of the accounts and portfolios managed by MONY or
its personnel does not assure that a shareholder of the Fund will realize any
gain or be protected from any loss.
MONY America and MONY serve as investment managers or advisers in managing
their own assets and, in the case of MONY, the assets of separate accounts and
certain of its subsidiaries. In the future, MONY America and MONY may serve as
investment manager or adviser to other investment companies. Investment
opportunities may arise that are appropriate for more than one account or entity
for which MONY America or MONY serves as investment manager or adviser,
including for their own accounts. When this occurs, MONY America and MONY and
their personnel will not favor one over the another. Investments will be
allocated among them in an impartial manner believed to be equitable to each
entity involved. The allocations will be based on each entity's investment
objectives and its current cash and investment positions. Because these various
entities have different investment objectives and positions, MONY America or
MONY may from time to time buy a particular security for one or more of such
entities when it sells such securities for another.
MONY America receives an investment management fee as compensation for its
services to each of the portfolios.
CUSTODIAN, TRANSFER AGENT, AND DIVIDEND DISBURSING AGENT
Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004 is the
custodian of the securities held by the portfolios of the Fund. It is authorized
to use the facilities of the Depository Trust Company and the facilities of the
book-entry system for the Federal Reserve Bank. The Fund acts as its own
transfer agent and dividend-disbursing agent.
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YEAR 2000 ISSUE
MONY America has conducted a comprehensive review of the computer systems
used in connection with the Fund. A new Year 2000 compliant software program
used for fund accounting has been bought to replace the system currently used.
Currently, it is being tested. MONY America has received assurances from
suppliers of services that systems used in connection with the Fund are being
modified and converted. MONY America will monitor the status of these efforts.
LEGAL PROCEEDINGS
The Fund is not a party to any legal proceedings at December 31, 1998.
PURCHASE AND REDEMPTION OF SHARES
Shares in the Fund are currently being offered continuously to MONY and
MONY America at prices equal to the net asset values of each portfolio. MONY and
MONY America buy the shares for allocation to the Variable Accounts to fund
benefits payable under the contracts described in the attached prospectus. There
is no sales charge for shares at the Fund level. The Fund sells its shares
through MONY Securities Corporation ("MSC") (which acts as "principal
underwriter" of the contracts and therefore of the shares of the Fund). MSC is
registered as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers. It is expected that
there will be no distribution expenses for the Fund, other than expenses for
preparing, printing and mailing prospectuses. These expenses, and any other
distribution expenses, will be paid by MSC pursuant to an underwriting
agreement. The underwriting agreement will comply with pertinent provisions of
the 1940 Act and rules of the Securities and Exchange Commission ("SEC") under
the Act. The Fund may at some later date also offer its shares to other separate
accounts of MONY, MONY America, or other MONY subsidiaries.
The Fund is required to redeem all full and fractional shares of the Fund
for cash within seven days of receipt of proper notice of redemption. The
redemption price is the net asset value per share next determined after the
initial receipt of proper notice of redemption.
The right to redeem shares or receive payment with respect to any
redemption may be suspended only (i) for any period during which trading on the
New York Stock Exchange is restricted as determined by the SEC or when the New
York Stock Exchange is closed (other than customary weekend and holiday
closings), (ii) for any period during which an emergency exists as defined by
the SEC as a result of which disposal of a portfolio's securities or
determination of the net asset value of each portfolio is not reasonably
practicable, and (iii) for such other periods as the SEC may by order permit for
the protection of shareholders of each portfolio.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund and each of its portfolios intend to qualify as "regulated
investment companies" under the applicable provisions of the Internal Revenue
Code of 1986, as amended (the "Code"). For a description of the restrictions
that apply to qualifying as a regulated investment company, see the Statement of
Additional Information. Under those provisions, there are certain cases in which
the Fund and each of its portfolios will not be subject to federal income tax.
Federal income tax will not apply on the part of the net ordinary income and net
realized capital gains that each portfolio distributes to MONY and MONY America,
for allocation to the Variable Accounts. Federal income tax will also not apply
to MONY with respect to shares acquired with initial or additional capital.
Since the only shareholders of the Fund will be MONY and MONY America there is
no discussion in this prospectus of the federal income tax consequences at the
shareholder level. For information on the federal tax results to Contract
holders, see the attached prospectus for the Contracts.
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<PAGE> 29
The Fund intends to distribute as dividends substantially all the net
ordinary income, if any, of each portfolio. For dividend purposes, net ordinary
income of each portfolio, consists of:
(1) All dividends received (other than stock dividends), plus
(2) All interest and other ordinary income accrued, plus
(3) All short-term capital gains realized, less
(4) The expenses of the portfolio (including fees payable to the
investment adviser).
Net ordinary income of the Money Market Portfolio and the short-term debt part
of any other portfolio consist of:
(1) Interest accrued and/or discount earned (including both original
issue and market discount), plus
(2) All realized net short-term capital gains, less
(3) The expenses of the portfolio (including the fees payable to the
investment adviser).
Dividends on the Money Market Portfolio will be declared and reinvested daily in
additional full and fractional shares of the portfolio. Shares corresponding to
the Money Market Portfolio will begin accruing dividends on the day following
the date on which they are issued. Dividends from investment income of the other
portfolios will be declared and reinvested in additional full and fractional
shares annually, although the Fund may make distributions more frequently. MONY
may elect to receive dividends on the shares acquired to provide operating
capital in cash.
The Fund will normally declare and distribute annually all net realized
capital gains of each portfolio of the Fund (other than short-term gains of the
Money Market Portfolio, which are declared as dividends daily). In determining
the amount of capital gains to be distributed, the realized capital gains and
losses of each of the portfolios are computed separately. This will not cause
any of the portfolios to have a different investment performance than it would
if it were taxed, together with the other portfolios, as a single investment
company. It will also not affect the value of Contract holders' interests under
the Contracts.
The Fund and each of its portfolios intend to declare dividends for each
calendar year payable to shareholders of record as of a specified date. These
dividends will be distributed in March of the following calendar year. In
determining the capital gains distribution, the Fund and each of its portfolios
will compute net realized capital gains for each calendar year.
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations currently in effect. For the
complete provisions, you should refer to the pertinent Code Sections and
Treasury Regulations. The Code and these Regulations are subject to change by
legislative, administrative or judicial actions.
SHARES IN THE FUND
The authorized capital stock of the Fund consists of 2 billion shares, par
value $.01 per share. The shares of capital stock are divided into seven
classes: Equity Income Portfolio Capital Stock (150 million shares); Equity
Growth Portfolio Capital Stock (150 million shares); Intermediate Bond Portfolio
Capital Stock (150 million shares); Long Term Bond Portfolio Capital Stock (150
million shares); Government Securities Portfolio Capital Stock (150 million
shares); Money Market Portfolio Capital Stock (750 million shares); and
Diversified Portfolio Capital Stock (150 million shares). In the future, the
Fund may allocate some of the remaining authorized shares to these classes, or
create new classes and then issue shares of such new classes. Each share of
stock will have a pro-rata interest in the assets of the portfolio to which the
stock of that class relates and will have no interest in the assets of any other
portfolio. Each portfolio bears its own liabilities and also its proportionate
share of the general liabilities of the Fund. Holders of shares of any portfolio
are entitled to redeem their shares (see "Purchase and Redemption of Shares" at
page ). The shares of each
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<PAGE> 30
portfolio, when issued, will be fully paid and non-assessable, will have no
preemptive, conversion, exchange or similar rights, and will be freely
transferable. The shares do not have cumulative voting rights.
MONY provided the initial capital for each of the Fund's portfolios.
Additional shares may be acquired by MONY during the Fund's operation or any new
portfolio's start-up period. The acquisition of shares by MONY will enable the
portfolios (or any new portfolios) to avoid an unrealistically poor investment
performance. Poor investment performance might otherwise result because the
amounts available for investment were too small. The acquisition of shares by
MONY also enables the portfolios to satisfy the net worth requirements of the
1940 Act. MONY may also acquire additional shares through dividend reinvestment
in connection with the shares acquired during the start-up period. Any shares
acquired by MONY (other than for allocation to the Variable Accounts described
in "The Accounts and the Contracts," on page ) will be acquired for
investment and can be disposed of only be redemption. They will not be redeemed
by MONY until the other assets of the portfolios are large enough so that
redemption will not have an adverse effect upon investment performance. MONY
will vote these shares in the same proportion as the shares held in the Variable
Accounts, which generally are voted in accordance with the instructions of
contract holders.
THE ACCOUNTS AND THE CONTRACTS
Shares of all portfolios in the Fund are currently sold to MONY America and
MONY for allocation to MONY America Variable Account L and MONY Variable Account
L to fund benefits under Flexible Premium Variable Life Insurance Contracts
issued by those companies. The shares are also sold to those companies for
allocation to MONY America Variable Account A and MONY Variable Account A to
fund benefits under Flexible Payment Variable Annuity Contracts that they issue.
Shares of all portfolios, other than the Government Securities Portfolio, are
sold to MONY America and MONY for allocation to MONY America Variable Account S
and MONY Variable Account S to fund benefits under Variable Life Insurance with
Additional Premium Option contracts issued by them. In addition, shares of the
Fund are sold to MONY for allocation to Keynote Series Account ("Keynote") to
fund benefits under Individual Variable Annuity Contracts. Until June 24, 1994,
shares were sold to MONY for allocation to Keynote to fund benefits under Group
Annuity Contracts issued by MONY. Each contract holder allocates the net
premiums and the assets relating to these Contracts, within contract
limitations, among the subaccounts of these variable accounts ("Variable
Accounts"). The subaccount assets are invested in the corresponding portfolios
of the Fund. Contract holders should consider that the investment return
experience of the portfolios will affect the value of the Contracts and may
affect the amount of benefits received under the Contracts. The attached
prospectus for the Contracts describes the Contracts and the relationship
between changes in the value of shares of each portfolio and changes in the
benefits payable under the Contracts. The rights of the Variable Accounts as
shareholders should be distinguished from the rights of a Contract holder, which
are described in the contracts. Because the shares of the Fund will be sold to
MONY America and MONY for allocation to the Variable Accounts, the terms
"shareholder" or "shareholders" in this prospectus refer to those companies.
DETERMINATION OF NET ASSET VALUE
The Investment Adviser once daily will determine the net asset value of the
shares of each portfolio. The determination will occur immediately after the
declaration of dividends, if any, at a time determined by the Fund's Board of
Directors. Currently, net asset value is determined at 4:00 p.m. New York City
time on each day the New York Stock Exchange is open for business. It may also
be determined on any other day in which there is sufficient trading in the
securities held by a portfolio to result in a material change in the value of
such shares. The net asset value per share of each portfolio except the Money
Market Portfolio is computed as follows:
(1) Add the sum of the value of the securities held by the portfolio
plus any cash or assets it holds.
(2) Subtract all the portfolio's liabilities.
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<PAGE> 31
(3) Divide the result by the total number of shares outstanding of
that portfolio at the time of the determination.
Expenses, including the investment management fee payable to MONY America, are
accrued daily.
High-quality, short-term debt obligations held in any of the portfolios
with a remaining maturity of 60 days or less will be valued on an amortized-cost
basis. This means that each obligation will be valued initially at its purchase
price. Thereafter, it will be valued by amortizing any discount or premium
uniformly to maturity, regardless of the impact of fluctuating interest rates on
the market value of the obligation. This highly practical method of valuation is
in widespread use and almost always results in a value that is extremely close
to the actual market value. The Fund's Board of Directors will review
obligations valued under this method where: (1) credit or other factors may
indicate the method is not appropriate, or (2) the rules of the SEC require a
review. Short-term debt obligations with a remaining maturity of more than 60
days will be valued in the same way as are debt securities held in the
Intermediate Term Bond, Long Term Bond and Government Securities portfolios, as
described below in "Valuation of Intermediate Term Bond, Long Term Bond and
Government Securities Portfolios."
VALUATION OF EQUITY INCOME AND EQUITY GROWTH PORTFOLIOS
Short-term obligations will be valued on an amortized-cost basis. Each
security traded on a national securities exchange will be valued on the
valuation date at the last sales price (or last bid price if there were no sales
of the security on that day) on the New York Stock Exchange. If the security is
not traded on the New York Stock Exchange, it will be valued at the last sales
or bid price on the principal exchange on which it is traded when the New York
Stock Exchange closes. Any securities not traded on the a national exchange, but
traded on the over-the-counter market, will be valued at the last bid price
available when the New York Stock Exchange closes. There is an exception for
securities for which quotations are furnished through a nationwide automated
quotation system approved by NASDAQ. These securities will be valued at the
closing best bid price furnished on the date of valuation.
VALUATION OF INTERMEDIATE TERM BOND, LONG TERM BOND AND GOVERNMENT SECURITIES
PORTFOLIOS
Securities will be valued based on a decision as to the broadest and most
representative market for such security. The value will be based on:
(i) the last available sales price on a national securities exchange,
or
(ii) in the absence of recorded sales, the average of readily
available closing bid and asked prices on national securities exchanges, or
(iii) the average of the quoted bid and asked prices in the
over-the-counter market.
Securities or assets for which market quotations are not readily available will
be valued at fair value as determined by the Investment Adviser under the
direction of the Board of Directors of the Fund.
VALUATION OF MONEY MARKET PORTFOLIO
The net asset value of shares of the Money Market Portfolio will normally
remain at $1.00 per share because the net investment income of this portfolio
(including realized and unrealized gains and losses on its holdings) will be
declared as a dividend each time its net income is determined. (See "Dividends,
Distributions and Taxes," at page .) If the Board of Directors of the Fund
considers it inadvisable to continue to maintain the net asset value of the
portfolio at $1.00 per share, the Board reserves the right to alter the
procedure. The Fund will notify shareholders of any such alteration.
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<PAGE> 32
The Fund will value all short-term debt obligations held in the Money
Market Portfolio on an amortized cost basis. The regulations of the SEC require
as a condition for using amortized cost valuation that the portfolio:
(i) maintain a dollar-weighted average portfolio maturity not
exceeding 90 days, and
(ii) limit its portfolio investments to those United States
dollar-denominated instruments determined to present minimal credit risks
and which are Eligible Securities when acquired.
Eligible Securities include any security:
(i) issued with, or with a remaining maturity of, 397 days or less,
and
(ii) which is rated (or, if unrated, the issuer also issues short-term
securities any one of which, comparable in priority and security, is rated)
by an SEC designated statistical rating organization in one of the two
highest rating categories for short-term debt obligations; or
(iii) the issuer of which does not have any securities which have a
short term rating but which security is:
(a) comparable in priority and security to a security which has
been rated in one of the two highest rating categories for short term
debt obligations by an SEC designated statistical rating organization,
and
(b) not a security which had an original maturity in excess of 397
days and which received a rating as a long term debt obligation form
such rating organization that was not within the two highest rating
categories.
In the event of sizable changes in interest rates, the value determined by
amortized cost valuation may be higher or lower than the price that would be
received if the obligation were sold. On these occasions (if any should occur)
as a further condition to using amortized-cost valuation, procedures have been
established by the Board of Directors. The procedures determine whether the
deviation might be enough to affect the value of shares in the Money Market
Portfolio by more than one-half of one percent. If it does, an appropriate
adjustment will be made in the value of the obligations.
VALUATION OF DIVERSIFIED PORTFOLIO
In determining the net asset value of the Diversified Portfolio, the method
of valuation of a security will depend on the investment involved. A security,
which is a common stock, will be valued in the same way as securities held in
the Equity Income or Equity Growth portfolios. A security which is an
intermediate or long-term fixed income security, or short-term debt obligations
(other than those valued on an amortized-cost basis) will be valued in the same
way as debt securities held in the Intermediate Term Bond, Long Term Bond or
Government Securities portfolios.
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<PAGE> 33
APPENDIX A
SECURITIES IN WHICH THE MONEY MARKET
PORTFOLIO MAY CURRENTLY INVEST
The Money Market Portfolio, and the other Portfolios to the extent their
investment policies so provide, may invest in the following short-term, debt
securities regularly bought and sold by financial institutions:
1. Debt securities (including bills, certificates of indebtedness, notes,
and bonds) issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government that is established under the authority
of an act of Congress. These include:
- U.S. Treasury Bills,
- Other obligations issued or guaranteed by the U.S. Government,
- Obligations of U.S. agencies or instrumentalities which are backed by the
U.S. Treasury, and
- Obligations issued or guaranteed by U.S. agencies or instrumentalities
and backed solely by the issuing agency or instrumentality.
Such agencies or instrumentalities include, but are not limited to: (1)
The Federal National Mortgage Association, (2) the Federal Farm Credit
Bank, (3) the Federal Home Loan Bank and (4) the Government National
Mortgage Association.
Although all obligations of agencies and instrumentalities are not direct
obligations of the U.S. Treasury, payment of the interest and principal on them
is generally backed directly or indirectly by the U.S. Treasury. This support
can range from the backing of the full faith and credit of the United States, to
U.S. Treasury guarantees, or to the backing solely of the issuing agency or
instrumentality itself.
2. Obligations (including certificates of deposit, bankers' acceptances and
time deposits) of any bank which has, at the time of the Portfolio's investment,
total investment assets of at least $1 billion or the equivalent. The bank may
be organized under the laws of the United States or any state or foreign
branches of such banks or foreign banks. The term "certificates of deposit"
includes:
- Eurodollar certificates of deposit, which are traded in the
over-the-counter market,
- Eurodollar time deposits, for which there is generally not a market, and
- Yankee certificates of deposit.
"Eurodollars" are dollars deposited in banks outside the United States. Yankee
certificates of deposit are certificates of deposit denominated in U. S. dollars
and issued in the United States by the domestic branch of a foreign bank and are
primarily traded in the United States. An investment in Eurodollar instruments
involves risks that are different in some respects from an investment in debt
obligations of domestic issuers. These risks include future political and
economic developments such as possible expropriation or confiscatory taxation
that might adversely affect the payment of principal and interest on the
Eurodollar instruments. In addition, foreign branches of domestic banks and
foreign banks may not be subject to the same accounting, auditing and financial
standards and requirements as domestic banks. Finally, in the event of default,
judgments against a foreign branch or foreign bank might be difficult to obtain
or enforce. Yankee certificates have risks substantially similar to those of
Eurodollar certificates.
"Certificates of deposit" are certificates evidencing the indebtedness of a
commercial bank to repay funds deposited with it for a definite period of time
(usually from 14 days to one year). "Bankers' acceptances" are credit
instruments evidencing the obligation of a bank to pay a draft which has been
drawn on it by a customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument upon maturity.
"Time deposits" are non-negotiable deposits in a bank for a fixed period of
time.
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3. Commercial paper issued by corporations which at the date of investment
is rated (a) by any two SEC designated statistical rating organizations in one
of the two highest rating categories for short-term debt obligations or, (b) if
not rated, issued by domestic or foreign corporations which have an outstanding
senior long-term debt issue rated by any two SEC designated statistical rating
organizations in one of the two highest rating categories for short-term debt
obligations. "Commercial paper" consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations. If the commercial paper is issued by a foreign
corporation, it must be U.S. Dollar denominated.
4. Other corporate obligations issued by domestic or foreign corporations
which at the date of investment are rated by any two SEC designated statistical
rating organizations in one of the two highest rating categories for short-term
debt obligations.
"Corporate obligations" are bonds and notes issued by corporations and other
business organizations, including business trusts, in order to finance their
long-term credit needs. If the obligation is issued by a foreign corporation, it
must be U.S. Dollar denominated.
5. Repurchase Agreements. When the Money Market Portfolio purchases money
market securities of the types described above, it may on occasion enter into a
repurchase agreement with the seller. In a repurchase agreement, the seller and
the buyer agree at the time of sale to a repurchase of the security at a
mutually agreed upon time and price. The period of maturity is usually quite
short, possibly overnight or a few days, although it may extend over a number of
months. The resale price is in excess of the purchase price. This resale price
reflects an agreed-upon market rate of interest effective for the period of time
the Portfolio's money is invested in the security, and is not related to the
coupon rate of the purchased security. Repurchase agreements may be considered
loans of money to the seller of the underlying security, which are
collateralized by the securities underlying the repurchase agreement. The Fund
will not enter into repurchase agreements unless the agreement is "fully
collateralized," i.e., the value of the securities is, and during the entire
term of the agreement remains, at least equal to the amount of the "loan"
including accrued interest. The Fund's custodian bank will take possession of
the securities underlying the agreement, and the Fund will value them daily to
assure that this condition is met. The Fund has adopted standards for the
parties with whom it will enter into repurchase agreements. It believes these
standards are reasonably designed to assure that such a party presents no
serious risk of becoming involved in bankruptcy proceedings within the time
frame contemplated by the repurchase agreement. In the event that a seller
defaults on a repurchase agreement, the Fund may incur a loss in the market
value of the collateral, as well as disposition costs. If a party with whom the
Fund had entered into a repurchase agreement becomes involved in bankruptcy
proceedings, the Fund's ability to realize on the collateral may be limited or
delayed and a loss may be incurred if the collateral security of the repurchase
agreement declines in value during the bankruptcy proceedings.
6. Reverse Repurchase Agreements. The Portfolio may enter into reverse
repurchase agreements with banks. Reverse repurchase agreements have the
characteristics of borrowing. They involve the sale of securities held by the
Portfolio with an agreement to repurchase the securities at an agreed-upon price
and date. The price reflects a rate of interest paid for the use of funds for
the period. Generally, the effect of such a transaction is that the Portfolio
can recover all or most of the cash invested in the securities involved during
the term of the reverse repurchase agreement. In many cases the Portfolio will
be able to keep some of the interest income associated with those securities.
Such transactions are only advantageous if the Portfolio has an opportunity to
earn a greater rate of interest on the cash derived from the transaction than
the interest cost of obtaining that cash. The Portfolio may be unable to realize
a return from the use of the proceeds equal to or greater than the interest
required to be paid. Opportunities to achieve this advantage may not always be
available, and the Portfolio intends only to use the reverse repurchase
technique when it appears to be to its advantage to do so. The use of reverse
repurchase agreements may magnify any increase or decrease in the value of the
Portfolio's securities. The Fund's custodian bank will maintain in a separate
account securities of the Portfolio that have a value equal to or greater than
the Portfolio's commitments under reverse repurchase agreements.
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<PAGE> 35
7. Asset backed securities are securities that have been structured to
receive payment from an identified pool of assets. These pools are typically
over-collateralized or they have some sort of financial guaranty such as a
letter of credit or a third party guaranty to ensure full and timely repayment.
8. Limited liquidity securities/securities sold under SEC Rule 144A. A
substantial market of qualified institutional buyers may develop under Rule 144A
of the 1933 Act for securities that are subject to legal or contractual
restrictions on resale. If such a market develops, these securities may be
treated as liquid securities. To the extent that for a period of time qualified
institutional buyers cease purchasing such securities pursuant to Rule 144A,
there may be an increase in the level of illiquidity in the portfolio during
such period.
Notwithstanding the above, it is the present intention of the Fund that the
Money Market Portfolio continue to qualify under the requirements of Rule 2a-7
of the Securities and Exchange Commission ("SEC"). This Rule permits the
Portfolio to use the amortized cost method of valuation to calculate net asset
value if the Portfolio's funds are invested in accordance with its guidelines.
Briefly, those guidelines require investment in Eligible Securities (see
VALUATION OF MONEY MARKET PORTFOLIO at page
for a discussion of Eligible Securities) which qualify as First or Second Tier
securities under the Rule. First Tier securities include any Eligible Security
which:
(i) is rated (or, if unrated, the issuer of which also issues short-term
securities any one of which, comparable in priority and security, is rated)
by an SEC designated statistical rating organization in its highest
category for short-term debt obligations, or
(ii) is a security having:
- a remaining maturity of 397 days or less when acquired but which has
an original maturity in excess of 397 days, and
- which is now comparable in priority and security to a short-term
security of the same issuer which is rated by an SEC designated
statistical rating organization in the highest category for short-term
debt obligations; or
(iii) is unrated as a short-term security (and, if rated as a long-term
security, received a rating in one of the two highest categories) and is
issued by an issuer which has no rated short-term debt obligations
comparable in priority and security.
A Second Tier security is any Eligible Security (see VALUATION OF MONEY MARKET
PORTFOLIO at page for a discussion of Eligible Securities) which is not a
First Tier security.
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APPENDIX B
DESCRIPTION OF COMMERCIAL PAPER AND
CORPORATE BOND RATINGS
COMMERCIAL PAPER RATINGS
Moody's commercial paper ratings are opinions of the ability of issuers to
repay promissory obligations when due. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:
- Prime 1-Superior Ability for Repayment;
- Prime 2-Strong Ability for Repayment;
- Prime 3-Acceptable Ability for Repayment.
S&P's commercial paper rating is a current assessment of the likelihood of
timely payment. Ratings are graded into four categories, ranging from "A" for
the highest quality obligations to "D" for the lowest. Issues assigned the
highest rating, "A", are regarded as having the greatest capacity for timely
payment. Issues in this category are delineated with the numbers "1", "2", and
"3" to indicate the relative degree of safety. The designation "A-1" indicates
that the degree of safety regarding timely payment is either overwhelming or
very strong. The "A+" designation is applied to those issues rate "A-1" which
possess overwhelming safety characteristics. Capacity for timely payment on
issues with the designation "A-2" is strong. However, the relative degree of
safety is not as high as for issues designated "A-1."
Fitch's commercial paper ratings represent Fitch's assessment of the
issuer's ability to meet its obligations in a timely manner. The assessment
places emphasis on the existence of liquidity. Ratings range from "F-1+" which
represents exceptionally strong credit quality to "F-4" which represents weak
credit quality.
Duff's short-term ratings apply to all obligations with maturities of under
one year, including commercial paper, the uninsured portion of certificates of
deposit, unsecured bank loans, master notes, bankers acceptances, irrevocable
letters of credit and current maturities of long-term debt. Emphasis is placed
on liquidity. Ratings range for Duff 1+ are regarded as having the highest
certainty of time payment. Issues rated Duff 1 are regarded as having very high
certainty of timely payment.
Thomson's BankWatch, Inc. assigns only one Issuer Rating to each company,
based upon a qualitative and quantitative analysis of the consolidated
financials of an issuer and its subsidiaries. The rating incorporates TBW's
opinion of the vulnerability of the company to adverse developments which may
impact the marketability of its securities, as well as the issuer's ability to
repay principal and interest. Ratings range from "TBW-1" for highest quality to
"TBW-3" for the lowest, companies with very serious problems.
BOND RATINGS
A bond rated "Aaa" by Moody's is judged to be the best quality. They carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin and principal is deemed secure. While
the various protective elements may change, such foreseeable changes are
unlikely to impair the fundamentally strong position of such issues. Bonds which
are rated "Aa" are judged to be of high quality by all standards. Together with
the "Aaa" group they comprise what are generally known as high grade bonds.
Margins of protection on "Aa" bonds may not be as large as on "Aaa" securities
or fluctuations of protective elements may be of greater magnitude or there may
be other elements present which make the long-term risks appear somewhat larger
than "Aaa" securities. Bonds which are rated "A" possess many favorable
investment attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment some time in the future. Bonds rated "Baa" are considered medium
grade obligations whose interest payments and principal security appear adequate
for the present but may lack certain protective elements or may be
characteristically unreliable over any great length of time. Moody's
B-1
<PAGE> 37
applies numerical modifiers "1", "2" and "3" in each generic rating
classifications from "Aa" through "B" in its corporate bond rating system. The
modifier "1" indicates that the security ranks in the higher end of its generic
rating category; the modifier "2" indicates a mid-range ranking; and the
modifier "3" indicates that the issue ranks in the lower end of its generic
rating category. Bonds rated "Ba" are judged to have speculative elements and
bonds rated below "Ba" are speculative to a higher degree.
Debt rate "AAA" by S&P has the highest rating assigned by it. Capacity to
pay interest and repay principal is extremely strong. Debt rated "AA" has a
strong capacity to pay interest and repay principal and differs from "AAA"
issues only in small degree. Debt rated "A" has a strong capacity to pay
interest and repay principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher rated categories. Debt rated "BBB" is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher rated categories. Debt
rated "BB" and below is regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal.
Debt rated "AAA", the highest rating by Fitch, is considered to be of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events. Debt rated "AA" is regarded as very high credit quality. The
obligor's ability to pay interest and repay principal is very strong. Debt rated
"A" is of high credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to adverse
changes in economic conditions and circumstances than debt with higher ratings.
Debt rated "BBB" is of satisfactory credit quality. The obligor's ability to pay
interest and repay principal is adequate, however a change in economic
conditions may adversely affect timely payment. Plus (+) and minus (-) signs are
used with a rating symbol (except "AAA") to indicate the relative position
within the category.
Debt rated "AAA", the highest rating by Duff is considered to be of the
highest credit quality. The risk factors are negligible being only slightly more
than for risk-free U.S. Treasury debt. Debt rated "AA" is regarded as high
credit quality. Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions. Debt rated "A" is
considered to have average but adequate protection factors. Bonds rated "BBB"
are considered to have below average protection factors but still sufficient for
prudent investment. Bonds rated "BB" and below are below investment grade and
possess fluctuating protection factors and risk.
B-2
<PAGE> 38
MONY SERIES FUND, INC.
ADMINISTRATIVE OFFICES
1740 BROADWAY, NEW YORK, NEW YORK 10019
The Statement of Additional Information has more information about the Fund. The
Statement of Additional Information is incorporated by reference into this
prospectus.
Additional information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. In the Fund's annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during the last fiscal year.
You may get a Statement of Additional Information, annual report or semi-annual
report without charge by calling 1-800-487-6669 or by sending a request to: MONY
Series Fund, Inc., 1740 Broadway, New York, New York 10019. Requests for other
information about the Fund or any shareholder inquiries should be made by
calling or writing to the above phone number or address.
Information about the Fund (including the Statement of Additional Information)
can be reviewed and copied at the Securities and Exchange Commissions Public
Reference Room in Washington, D.C. You may get information on the operation of
the public reference room by calling the Securities and Exchange Commission at
1-800-SEC-0330. Reports and other information about the Fund are available on
the Securities and Exchange Commission's Internet site at http://www.sec.gov.
You may get copies of this information by paying a duplicating fee, and writing
the Public Reference Section of the Securities and Exchange Commission,
Washington, D.C. 20549-6009.
<PAGE> 39
STATEMENT OF
ADDITIONAL INFORMATION
MAY 1, 1999
MONY SERIES FUND, INC.
1740 BROADWAY
NEW YORK, NEW YORK 10019
1-800-487-6669
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, BUT SHOULD BE READ
IN CONJUNCTION WITH THE CURRENT PROSPECTUS FOR MONY SERIES FUND, INC. DATED MAY
1, 1999. TO OBTAIN THIS PROSPECTUS PLEASE CALL 1-800-487-6669 OR WRITE:
MONY SERIES FUND, INC.
1740 BROADWAY
NEW YORK, NEW YORK 10019
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION......................................... (1)
INVESTMENT RESTRICTIONS..................................... (1)
INVESTMENT ADVISORY AND OTHER SERVICES...................... (3)
Distribution of Shares.................................... (5)
Custodian................................................. (5)
Independent Accountants................................... (5)
Service Marks License..................................... (6)
MANAGEMENT OF THE FUND...................................... (7)
VOTING RIGHTS............................................... (9)
SUBSEQUENT ANNUAL MEETINGS.................................. (10)
CONTROL PERSONS............................................. (10)
PORTFOLIO BROKERAGE AND RELATED PRACTICES................... (10)
FEDERAL INCOME TAX STATUS................................... (11)
PERFORMANCE DATA............................................ (13)
FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS...... F-1
</TABLE>
<PAGE> 40
GENERAL INFORMATION
MONY Series Fund, Inc. (the "Fund"), a Maryland corporation organized on
December 14, 1984, currently consists of seven (7) different Portfolios that
are, in effect, separate investment funds: Equity Income Portfolio, Equity
Growth Portfolio, Intermediate Term Bond Portfolio, Long Term Bond Portfolio,
Government Securities Portfolio, Money Market Portfolio, and Diversified
Portfolio (the "Portfolios"). Until November 18, 1994, the Government Securities
Portfolio had been known as the Intermediate Government Bond Portfolio. The Fund
is registered under the Investment Company Act of 1940 (the "1940 Act") as an
open-end, diversified, management investment company. This registration does not
imply any supervision by the Securities and Exchange Commission over the Fund's
management or its investment policies or practices.
For more detailed information about the Fund, including information on the
purchase, redemption and pricing of the shares of the Fund see the Prospectus of
the Fund (STRUCTURE OF THE FUND, PURCHASE AND REDEMPTION OF SHARES, SHARES IN
THE FUND).
INVESTMENT RESTRICTIONS
The Fund is registered under the Investment Company Act of 1940 as an
open-end, diversified, management investment company. This registration does not
imply any supervision by the Securities and Exchange Commission over the Fund's
management or its investment policies or practices.
A description of the investment objectives of each Portfolio, as well as
the policies through which those objectives are pursued, is contained in the
Prospectus (INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS).
In addition, the current Portfolios of the Fund are subject to certain
fundamental investment restrictions that may not be changed except with the
approval of a majority vote of the outstanding shares of the Portfolio affected
(which for this purpose and under the 1940 Act means the lesser of (i) 67
percent of the Portfolio shares represented at a meeting at which more than 50
percent of the outstanding Portfolio shares are represented or (ii) more than 50
percent of the outstanding Portfolio shares). The Fund may in the future create
new portfolios that may be subject to different investment restrictions.
The fundamental investment restrictions applicable to the seven current
Portfolios, including those fundamental restrictions described in the Prospectus
(INVESTMENT RESTRICTIONS APPLICABLE TO THE PORTFOLIOS), are:
1. The Portfolios will not: (a) invest in the securities of any
company for the purpose of exercising control or management thereof (alone
or together with the other Portfolios); (b) write or purchase put or call
options; (c) purchase securities on margin, except for such short-term
credits as are necessary for the clearance of transactions, (d) effect a
short sale of securities, or (e) invest in obligations that are not
denominated in United States dollars.
2. Securities of other issuers will not be underwritten, except that
the right is reserved for each Portfolio to purchase for investment, on
original issue or otherwise, securities that may not subsequently be
distributed to the public without registration or that are exempt from
registration, to the extent that investments in such securities will not
exceed 10 percent of the value of each Portfolio's total assets at the time
such an investment is made. Expenses of any such registration will be borne
by such Portfolio only if its best efforts to have the issuer agree to bear
such expenses are unsuccessful.
3. The Portfolios will not purchase real estate or real estate
mortgages, except that the right is reserved for each Portfolio to purchase
and sell securities which are secured by real estate or real estate
mortgages and securities of real estate investment trusts or other issuers
that invest or deal in the foregoing. This restriction does not apply to
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. This restriction does not prohibit the Fund in the
future from establishing one or more real estate portfolios.
(1)
<PAGE> 41
4. The Portfolios will not purchase or sell commodities, commodity
contracts, or oil or gas interests, except that the right is reserved for
each Portfolio to purchase securities of issuers which invest or deal in
the foregoing.
5. The Portfolios will not engage in the issuance of senior
securities, except in the case of certain borrowings, as described in
paragraph (7) below.
6. Loans, both long and short term, may be made by a Portfolio only
through the purchase or acquisition of privately-placed bonds, debentures,
notes or other evidences of indebtedness (that may or may not be
convertible into stock) of a type customarily acquired by institutional
investors provided, however, that no such purchase or acquisition will be
made if, as a result thereof, more than 10 percent of the value of the
Portfolio's assets would be so invested. (Any such "loan" may be considered
a security subject to the 10 percent investment limitation referred to in
(2) above.) The purchase or acquisition of repurchase agreements,
certificates of deposit or of portions of publicly distributed bonds,
debentures, or other securities, shall not be considered the making of a
loan by the Portfolios for purposes of this restriction.
7. Borrowing of money will not be made by any Portfolio, except as a
temporary position for emergency purposes (to facilitate redemptions but
not for leveraging or for investment) and then only from banks in an amount
not exceeding 10 percent of the value of a Portfolio's assets (including
the amount borrowed) less liabilities (not including the amount borrowed as
a result of the borrowing) at the time such borrowing is made, and during
any period when outstanding indebtedness for money borrowed shall exceed 5
percent of the value of its total assets, the Portfolio will make no
purchases of securities.
8. In general, the Portfolios do not intend to concentrate investments
in any one industry. Accordingly, no Portfolio will make an investment in a
particular industry, if as a result of such investment more than 25 percent
of the value of its assets would be invested in that industry, except that
this restriction shall not apply to (a) obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities or (b) certificates
of deposit issued by, time deposits in, bankers' acceptances accepted by,
or repurchase agreements with, banks organized within the United States.
For purposes of this restriction, neither finance companies as a group nor
utility companies as a group are considered to be a single industry and
will be grouped instead according to their services; for example, gas,
electric, and telephone utilities will each be considered a separate
industry.
9. The Fund will operate as a diversified company as that term is used
in the Investment Company Act of 1940. This means that 75 percent of the
assets of each Portfolio other than the Money Market Portfolio and 100% of
the assets of the Money Market Portfolio is subject to the limitation that
no purchase of a security -- other than cash, cash items, and securities of
the U.S. Government, its agencies or instrumentalities -- will be made if,
as a result of such purchase: (a) more than 5 percent of the value of the
Portfolio's assets would be invested in the securities of one issuer, or
(b) the Fund as a whole or any Portfolio would hold more than 10 percent of
the outstanding voting securities of any one issuer. In addition to the
above limitations, the Money Market Portfolio may not have invested more
than (x) the greater of 1 percent of its Total Assets or $1,000,000 in
securities of any issuer, and (y) 5 percent of Total Assets in securities
of all issuers which were, when acquired by the Portfolio (either initially
or on rollover), Second Tier Securities (see Appendix A of the Prospectus
for a definition of Second Tier Securities). Some uncertainty exists as to
whether certain of the types of bank obligations in which a Portfolio may
invest, such as certificates of deposit and bankers' acceptances, should be
classified as "cash items" rather than "securities" for purposes of this
restriction, which is a diversification requirement under the 1940 Act.
Interpreting most bank obligations as "securities" limits the amount a
Portfolio may invest in the obligations of any one bank to 5 percent of its
total assets. If there is an authoritative decision that any of these
obligations are not "securities" for purposes of this diversification test,
this limitation will not apply to the purchase of such obligations.
10. No Portfolio may purchase or acquire securities of other
investment companies, except in connection with a merger, consolidation,
acquisition or reorganization, or except by purchase in the open market of
securities of closed-end investment companies where no underwriter's or
dealer's commission
(2)
<PAGE> 42
or profit, other than customary broker's commission, is involved, provided
that immediately thereafter such Portfolio or the Fund as a whole may not
own (a) securities of investment companies having an aggregate value in
excess of 10 percent of such Portfolio's total assets; (b) more than 3
percent of the outstanding voting stock of the investment company; or (c)
securities of the investment company having an aggregate value in excess of
5 percent of the Portfolio's total assets.
11. No Portfolio will invest more than 10 percent of its total assets
in illiquid assets, including illiquid restricted securities, repurchase
agreements maturing in more than seven days, and non-negotiable time
deposits maturing in more than seven days.
12. The Portfolios will not participate on a joint or a joint and
several basis in trading accounts in securities but this restriction does
not prevent the aggregation of orders for the sale or purchase of Portfolio
securities with the other Portfolios or with any other accounts advised or
sponsored by the Investment Adviser or any of its affiliates to reduce
brokerage commissions or otherwise to achieve the best overall execution.
13. No Portfolio will invest in foreign securities that are not
publicly traded in the United States if at the time of the acquisition more
than 10 percent of such Portfolio's total assets would be invested in such
securities.
The Money Market Portfolio is subject to the additional investment
restriction that it will not invest in any security with a remaining maturity in
excess of one year, except that underlying collateral securities held pursuant
to repurchase agreements may have a remaining maturity of more than one year.
INVESTMENT ADVISORY AND OTHER SERVICES
The Fund has entered into an Investment Advisory Agreement with MONY Life
Insurance Company of America ("MONY America") under which MONY America will
carry on the overall day-to-day management of the Equity Income, Equity Growth,
Intermediate Term Bond, Long Term Bond, Government Securities, Money Market, and
Diversified Portfolios of the Fund, and provide investment advice and related
services for each of those Portfolios. If the Fund creates new portfolios in the
future, MONY America may be appointed to act as investment adviser and manager
for those portfolios, as well, or the Fund may appoint a different investment
adviser for any new portfolio.
The Investment Advisory Agreement was initially approved by the Fund's
Board of Directors, including a majority of the non-interested directors (as
defined by the 1940 Act), on January 2, 1985. The agreement was amended
effective August 4, 1997, and the Amended Investment Advisory Agreement was
approved by the shareholders on October 14, 1997. The continuance of the Amended
Investment Advisory Agreement was approved by the Fund's Board of Directors on
February 18, 1998. The Services Agreement was similarly approved on January 2,
1985 and continuance for an additional year was most recently approved by the
Fund's Board of Directors on February 18, 1998. Both Agreements will continue in
effect if approved annually by (1) a majority of the non-interested directors
(as defined by the 1940 Act) of the Fund's Board of Directors, and (2) a
majority of the entire Board of Directors or a majority vote of the voting
shares of each Portfolio. If a majority of the voting shares of any Portfolio
vote to approve both Agreements, they will remain in effect with respect to that
Portfolio, even if they are not approved by a majority of the voting shares of
any other Portfolio or by a majority of the voting shares of the entire Fund.
The Agreements are not assignable. The Investment Advisory Agreement may be
terminated without penalty upon 60 days' notice by the Fund's Board of Directors
or by a majority vote of its shareholders, and upon 90 days' notice by the
Investment Adviser. The Services Agreement may be terminated without penalty
upon 60 days' notice by either party.
The Investment Adviser will provide portfolio management and investment
advice to the Fund, as described in the Prospectus, with respect to the seven
current Portfolios of the Fund and any portfolio that the Fund may create in the
future if the Fund designates the Investment Adviser to act as investment
adviser and manager for such new portfolio. The Fund may, at its option, appoint
a different investment adviser for any new portfolio. The Investment Adviser
also is obligated to perform certain administrative and management services for
the Portfolios it manages and to provide all executive, administrative, clerical
and other personnel
(3)
<PAGE> 43
necessary to operate the Fund, and to pay the salaries of all these persons. The
Investment Adviser will furnish the Fund with office space, facilities, and
equipment and will pay the day-to-day expenses for their operation and
maintenance.
The Investment Adviser has entered into a Services Agreement with The
Mutual Life Insurance Company of New York ("MONY"), as briefly described in the
Prospectus. Under this Services Agreement MONY will provide the Investment
Adviser, with some or all of the personnel, services, facilities, supplies and
equipment necessary for the Adviser to carry out its duties to the Fund. In
return the Investment Adviser will pay to MONY all, or a portion, of the
investment management fee the Investment Adviser receives from the Fund. The
Investment Adviser is a wholly-owned subsidiary of MONY, a mutual life insurance
company organized under the laws of the State of New York in 1842. MONY is
licensed to do business in all fifty states, the District of Columbia, Puerto
Rico, the Virgin Islands, and certain Canadian Provinces. Because the Investment
Advisory Agreement and Services Agreement are interrelated and dependent on each
other, MONY may be deemed to be an investment adviser to the Fund for certain
regulatory purposes. Both MONY and the Investment Adviser are registered as
investment advisers under the Investment Advisers Act of 1940.
The Fund will pay the Investment Adviser an investment management fee,
which will be a daily charge equal to an annual rate of .50 percent of the first
$400 million of the aggregate average daily net assets of each of the Equity
Growth, Equity Income, Diversified, Intermediate Term Bond, Long Term Bond, and
Government Securities Portfolios, .35 percent of the next $400 million of the
aggregate average daily net assets of each of those Portfolios, and .30 percent
of the aggregate average daily net assets of each of those Portfolios in excess
of $800 million. The Fund will also pay a daily charge equal to an annual rate
of .40 percent of the first $400 million of the aggregate average daily net
assets of the Money Market Portfolio, .35 percent of the next $400 million of
the aggregate average daily net assets of the Money Market Portfolio, and .30
percent of the aggregate average daily net assets of the Money Market Portfolio
in excess of $800 million. During the one year periods ended December 31, 1995,
1996, and 1997, the Fund paid MONY America $769,820, $1,013,716, and $1,265,983,
respectively, under the Investment Advisory Agreement.
The Investment Adviser will pay for (i) the legal, accounting, and all
other expenses of organizing the Fund, initially registering and qualifying the
Fund and its securities under federal and state securities laws (including the
costs of printing any prospectuses or other materials in connection with the
initial registration or qualification); (ii) the expense in rendering investment
advice to the Fund (including any payment to MONY as agreed to in connection
with the Services Agreement); and (iii) the compensation of directors, officers
and employees of the Fund who are interested persons (as defined by the 1940
Act) of the Investment Adviser. The Fund will bear all other expenses, including
(but without limitation): (a) legal, auditing fees and expenses; (b) interest
expenses; (c) brokerage fees and commissions; (d) the fees and expense for
computing the net asset value of the Fund's capital stock attributable to the
Portfolios; (e) taxes or governmental fees; (f) the cost of preparing share
certificates or any other direct expense of issue, sale, underwriting,
distribution, redemption or repurchase of shares of the Fund; (g) the cost of
preparing and distributing reports and notices to shareholders; (h) the cost of
holding the Fund's annual or special shareholders' meetings and of any proxy
solicitation; (i) the fees or disbursements of dividend, disbursing, plan,
transfer or other agent; (j) fees or disbursements of custodians of the Fund's
assets; (k) the compensation of all directors, officers and employees of the
Fund who are not interested persons (as defined by the 1940 Act) of the
Investment Adviser; (l) the cost of any fidelity bond for any officer, agent or
employee of the Fund required under the 1940 Act or otherwise; and (m) the cost
of any directors and officers' insurance for any directors or officers of the
Fund. The Fund will also bear the cost of maintaining the effectiveness of its
registration and qualification of its capital stock for sale (including the
preparation, printing and mailing of any prospectuses or other materials
required by federal or state authorities); these expenses will be reimbursed to
the Fund by MONY Securities Corp. ("MSC"), a wholly-owned subsidiary of MONY, as
principal underwriter, as described below in "Distribution of Shares." The Fund
will bear any extraordinary or non-recurring expenses (including expenses
associated with legal claims, liabilities, litigation costs and any related
indemnification).
The Investment Adviser has agreed to reimburse the Fund for the amount, if
any, by which the aggregate ordinary operating expenses of any Portfolio in any
calendar year exceed the most restrictive expense
(4)
<PAGE> 44
limitations then in effect under state securities law or regulations, as
described in the Prospectus (INVESTMENT MANAGEMENT ARRANGEMENTS AND EXPENSES).
DISTRIBUTION OF SHARES
The Fund presently intends to offer to sell its shares continuously, on a
no-load basis, to MONY Life Insurance Company of America ("MONY America") and
MONY for allocation to MONY America Variable Account L and MONY Variable Account
L to fund benefits under Flexible Premium Variable Life Insurance Contracts
issued by those companies, and to MONY America and MONY for allocation to MONY
America Variable Account S and MONY Variable Account S to fund benefits under
Variable Life Insurance with Additional Premium Option Contracts issued by those
companies, and to MONY America and MONY for allocation to MONY America Variable
Account A and MONY Variable Account A to fund benefits under Flexible Payment
Variable Annuity Contracts issued by those companies, and to MONY for allocation
to Keynote Series Account ("Keynote") to fund benefits under Individual Variable
Annuity Contracts issued by MONY. These variable accounts ("Variable Accounts")
invest in shares of the Fund in accordance with allocation instructions received
from Contract holders. MSC will act as "principal underwriter" of the Contracts
and, therefore, of the shares of the Fund pursuant to written Underwriting
Agreements with the Fund, MONY America and MONY. The Underwriting Agreements
were initially approved by the Fund's Board of Directors, including a majority
of the non-interested directors (as defined by the 1940 Act), on December 20,
1984. Continuance of the Underwriting Agreement with the Fund, MONY and MONY
America for an additional year was most recently approved by the Fund's Board of
Directors on February 18, 1998. The agreements will continue in effect if
approved annually by the Fund's Board of Directors, including a majority of the
non-interested directors. MSC will not receive commissions or other compensation
for acting as principal underwriter of the Fund's shares, although MSC's agents
and representatives may receive sales commissions in connection with their sale
of the Contracts. Since shares will be sold only to MONY and MONY America for
allocation to the Variable Accounts, and to MONY in respect of its providing
operating capital to the Fund, it is expected that the Fund will have no
distribution expenses other than the expense of the preparation, printing and
mailing of prospectuses. MONY has agreed to bear such start-up expenses, as well
as any other distribution expenses that may arise.
MSC, as broker-dealer for the Contracts, will be reimbursed by MONY and
MONY America for these distribution expenses. If the Fund in the future is to
bear any of these distribution expenses, the Fund's Board of Directors will
formulate a written distribution plan that complies with the rules of the
Securities and Exchange Commission. Both this distribution plan and any
distribution agreement entered into pursuant to the plan will be approved by the
Fund's Board of Directors, including a majority of the non-interested directors
(as defined by the 1940 Act). The plan will then be submitted for approval at
the next annual meeting of shareholders. Thereafter, both the distribution plan
and any related distribution agreement will continue in effect if approved
annually by a majority of the Fund's Board of Directors, including a majority of
the non-interested directors (as defined by the 1940 Act).
CUSTODIAN
Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004 is the
custodian of the securities held by the Portfolios of the Fund, and is
authorized to use the facilities of the Depository Trust Company and the
facilities of the book-entry system for the Federal Reserve Bank. The Fund acts
as its own transfer agent and dividend-disbursing agent.
INDEPENDENT ACCOUNTANTS
The financial statements and the financial highlights table included in
this Registration Statement have been audited by PricewaterhouseCoopers LLP,
independent accountants, and are included herein in reliance upon the
accompanying report of that firm, which report is given upon their authority, as
experts in accounting and auditing. The business address of
PricewaterhouseCoopers LLP, is 1177 Avenue of the Americas, New York, New York,
10036.
(5)
<PAGE> 45
SERVICE MARKS LICENSE
As part of the Investment Advisory Agreement, the Investment Adviser
(acting on behalf of MONY) has granted the Fund permission to use the word
"MONY" in its corporate name and granted a royalty-free, non-exclusive license
to use any service marks adopted by MONY that are appropriate for use by the
Fund. However, the Investment Adviser may terminate this license if MONY, or a
company controlled by it, ceases to be the Fund's investment adviser. The
Investment Adviser may also terminate the license for any other reason upon 60
days' written notice. In this event, the Fund would no longer be able to use the
word "MONY" in its corporate name. In addition, the Investment Advisory
Agreement would also terminate 120 days after the Fund receives such notice,
unless a majority of the outstanding voting shares of the Fund vote to continue
the Agreement notwithstanding the license's termination.
(6)
<PAGE> 46
MANAGEMENT OF THE FUND
The Fund is supervised by a Board of Directors, an independent body that
has ultimate responsibility for the Fund's activities. The Board retains various
companies to carry out the Fund's operations, including the investment adviser
and custodian. The Board has the right and the obligation to terminate the
Fund's relationship with the investment adviser and custodian and retain a
different company if the Board believes it is in the shareholders' best
interests.
The names of all directors and officers of the Fund and the principal
occupation of each during the last five years are shown below.
DIRECTORS AND OFFICERS OF THE FUND
<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME AND ADDRESS WITH REGISTRANT DURING PAST 5 YEARS
---------------- --------------- ---------------------
<S> <C> <C>
Kenneth M. Levine*....... Director, Chairman of 1998 to present -- Director, Executive
1740 Broadway the Board, President of Vice President and Chief Investment
New York, New York the Fund Officer, The MONY Group Inc., 2/94 to
10019 present -- Director, (Trustee), 1/91
to present -- Executive Vice President
and Chief Investment Officer, 2/90 to
1/91 -- Executive Vice President, 8/89
to 2/90 -- Senior Vice
President -- Pension Sector, 1/88 to
8/89 -- Senior Vice President, MONY;
9/91 to present -- Director and
Chairman, MONY Realty Partners, Inc.,
MONY Bloomfield Hills, Inc. and 1740
Ventures, Inc.; 9/91 to present --
Chairman, MONY-Rockville/GP, Inc.;
7/91 to present -- Director and
Executive Vice President, MONY Life
Insurance Company of America; 8/89 to
present -- Director, 1740 Advisers,
Inc.
Floyd L. Smith........... Director of the Fund 1/91 to 12/31/91 -- Vice Chairman,
Naples, Florida 33963 5/89 to 1/91 -- Vice Chairman, Chief
Investment Officer, 10/88 to 12/91 --
Trustee, 10/88 to 5/89 -- Trustee,
Executive Vice President and Chief
Investment Officer; 1/85 to 10/88 --
Executive Vice President and Chief
Investment Officer, MONY; 3/85 to
10/88 -- Director, MONY Life Insurance
Company of Canada; 1/85 to 2/91 --
Director, MONY Legacy Life Insurance
Company; 1/85 to 12/87 -- MONY
Securities Corp.; 1/85 to
12/88 -- Trustee, Vice President and
Treasurer, MONY Real Estate Investors;
1/85 to 12/91 -- Director, MONY Credit
Corporation; 1/85 to
12/90 -- Director, MONYCO, Inc. and
1/85 to 12/91 -- Director, 1740
Ventures, Inc.; 8/86 to
12/90 -- Director and President, MONY
Funding Inc.; 5/86 to
12/91 -- Director, MONY Bloomfield
Hills, Inc. and MONY-Rockville/GP,
Inc.; 7/85 to 12/91 -- Director, MONY
Realty
</TABLE>
(7)
<PAGE> 47
<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME AND ADDRESS WITH REGISTRANT DURING PAST 5 YEARS
---------------- --------------- ---------------------
<S> <C> <C>
Partners, Inc.; 4/86 to
8/91 -- Director, MONY Realty
Management, Inc.; 3/87 to
12/89 -- Director, ONE Memorial Drive,
Inc.; 1/85 to 3/90 -- Chairman and
Member, The MONY Variable Account-A
and The MONY Variable Account-B.
Joel Davis............... Director of the Fund President, Architectural Designs, Inc.
Westport, CT 06880 (Magazine Publisher). Director,
Magazine Publishers of America.
Michael J. Drabb......... Director of the Fund 5/89 to 5/92 -- Executive Vice
Convent Station, President, 1/85 to 5/89 -- Senior Vice
New Jersey 07961 President, MONY; 1/85 to
2/91 -- Director and Vice President,
MONY Legacy Life Insurance Company;
1/85 to 5/92 -- Financial Liaison
Officer, MONY Credit Corporation;
11/87 to 3/90 -- Member, The MONY
Variable Account-B Committee; 1/86 to
12/91 -- MONY Funding, Inc.; 7/87 to
12/91 -- Director, MONY Reinsurance
Corporation, MONY-RE Group, Inc. and
MONY-RE Management, Inc.; 3/87 to
12/89 -- Director, ONE Memorial Drive,
Inc.; 7/87 to 12/91 -- Director, MONY
Credit Corporation; 9/85 to
12/89 -- Director, MONY Agricultural
Financial Services, Inc.; 9/85 to
5/92 -- Director, Bell Investment
Acquisition Corporation; 6/85 to
5/92 -- Vice President, MONY Life
Insurance Company of America.
Alan J. Hartnick......... Director of the Fund 2/93 to present -- Partner, Abelman
New York, New York Frayne & Schwab, Attorneys-at-Law;
10017 1973 to 2/93 -- Partner, Colton,
Hartnick, Yamin & Sheresky,
Attorneys-at-Law.
Edward E. Hill........... Vice President -- 1/90 to present -- Vice President
1740 Broadway Compliance of the Fund Chief Compliance Officer; 5/87 to
New York, New York 1/90 -- Vice President -- Compliance;
10019 MONY. 7/91 to present -- Vice
President, Compliance, MONY Life
Insurance Company of America; 1/84 to
present -- Vice President, Compliance,
1740 Advisers, Inc. and MONY
Securities Corp.
John P. Keller........... Controller of the Fund 2/88 to present -- Vice President --
1740 Broadway Investment Accounting, MONY. 12/87 to
New York, New York 7/88 -- Controller, ONE Memorial
10019 Drive, Inc.; 5/86 to
7/88 -- Controller, MONY Realty
Management, Inc.; 4/86 to 7/88 --
Controller, MONY -- Rockville/GP,
Inc., and MONY Bloomfield Hills, Inc.;
7/85 to 7/88 -- Controller, MONY
Realty Partners, Inc.; 1/85 to
7/88 -- Assistant Controller, MONYCO,
Inc.; 1/85 to
</TABLE>
(8)
<PAGE> 48
<TABLE>
<CAPTION>
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME AND ADDRESS WITH REGISTRANT DURING PAST 5 YEARS
---------------- --------------- ---------------------
<S> <C> <C>
7/88 -- Controller, MONY Advisers,
Inc. and MONY Credit Corporation.
David V. Weigel.......... Treasurer of the Fund 5/91 to present -- Vice President --
1740 Broadway Treasurer, MONY; Vice President and
New York, New York Treasurer, MONY Credit Corporation and
10019 1740 Ventures, Inc.; 4/91 to
present -- Director, MONY Securities
Corp., 1740 Advisers, Inc., MONY
Brokerage, Inc.; 8/91 to
present -- Treasurer, MONY Life
Insurance Company of America and MONY
Series Fund, Inc.
Frederick C. Tedeschi.... Secretary of the Fund 9/89 to Present -- Vice
1740 Broadway President -- Chief Counsel, Individual
New York, New York Financial Services, 10/88 to
10019 9/89 -- Senior Counsel -- Individual
Financial Services, 9/87 to
10/88 -- Associate General Counsel,
MONY; 1/90 to 10/96 -- Secretary, MONY
Brokerage, Inc.; 2/90 to 2/91 --
Director, MONY Legacy Life Insurance
Company.
</TABLE>
- ---------------
* Mr. Levine, who is an interested person (as that term is defined in the 1940
Act), is a salaried employee of MONY.
No director or officer of the Fund who is also an officer, director or
employee of MONY or MONY America is entitled to any additional remuneration from
the Fund for his services as one of its directors or officers. Each director of
the Fund who is not an interested person of the Fund will receive a fee of
$1,750 per calendar quarter plus an additional amount of $1,000 for each meeting
of the Board, of a Committee of the Board (as provided for in the By-Laws), or
of the Fund's shareholders that he attends. Non-interested directors will also
be reimbursed for all expenses incurred in connection with attendance at
meetings.
The 1940 Act requires that a majority of the Fund's Board of Directors
shall be persons who are not interested persons of MONY, the Investment Adviser
or the Fund. The membership of the Board complies with this requirement. Certain
actions of the Board, including the annual continuance of the Investment
Advisory Agreement between the Fund and the Investment Adviser and the Services
Agreement between the Investment Adviser and MONY, must be approved by a
majority of the members of the Board who are not interested persons of MONY, the
Investment Adviser or the Fund. One of the five members of the Board, Mr. Levine
is an interested person of MONY, the Investment Adviser and the Fund (as that
term is defined in the 1940 Act) because he is an affiliated person of MONY and
the Investment Adviser.
VOTING RIGHTS
All shares of capital stock of the Fund have equal voting rights
(regardless of the net asset value per share) except that only shares of the
respective Portfolios are entitled to vote on matters concerning only that
Portfolio. The shares do not have cumulative voting rights. Holders of more than
50% of the shares of the Fund voting for the election of directors, can, if they
choose to do so, elect all of the Fund's directors. In such event the holders of
the remaining shares would not be able to elect any directors. Pursuant to the
1940 Act and the rules and regulations thereunder, certain matters approved by a
vote of all shareholders of the Fund may not be binding on a Portfolio whose
shareholders have not approved that matter. Each outstanding share of each
Portfolio is entitled to one vote and to participate equally in dividends and
distributions declared by that Portfolio and, upon dissolution or liquidation,
in the Portfolio's net assets after satisfying outstanding liabilities.
(9)
<PAGE> 49
The voting rights of Contract holders, and limitations on those rights, are
explained in the accompanying prospectus for the Contract. MONY and MONY America
as the owners of the assets in the Variable Accounts, are entitled to vote all
of the shares of the Fund attributable to the Variable Accounts, but they will
generally do so in accordance with the instructions of Contract holders. Under
certain circumstances, however, MONY and MONY America may disregard voting
instructions received from Contract holders. The Fund might under these
circumstances be deemed to be controlled by MONY and MONY America by virtue of
the definitions contained in the 1940 Act although the Fund disclaims that such
control exists.
SUBSEQUENT ANNUAL MEETINGS
The Board of Directors of the Fund has amended the By-laws of the Fund to
provide that annual meetings will not be held in any year unless the Investment
Company Act of 1940 (the "1940 Act") requires action on one or more of the
following matters: (1) election of directors; (2) approval of investment
advisory agreement; and (3) ratification of selection of independent public
accountants; and (4) approval of a distribution agreement. The 1940 Act
essentially requires election of directors by shareholders when less than a
majority then in office had been elected by shareholders, and it requires
ratification of the selection of independent public accountants when the
selection of such accountants has not previously been ratified by the
shareholders. It also requires approval of an agreement with an investment
advisor when such agreement has not previously been approved by the shareholders
(other than an agreement with an investment adviser entered into when a new
portfolio of the Fund is created). Currently, the 1940 Act requires a
distribution agreement to be approved by either the board of directors or the
shareholders.
CONTROL PERSONS
MONY America, a wholly-owned subsidiary of MONY, and MONY through their
respective Variable Accounts will own all of the Fund's outstanding shares,
other than the shares in the Fund purchased for investment by MONY to provide
operating capital for the Portfolios (and any new portfolios) of the Fund
started and any additional shares acquired by MONY through reinvestment of
dividends on those shares. The shares held by the Variable Accounts will
generally be voted in accordance with instructions of Contract holders. Under
certain circumstances, however, MONY and MONY America may disregard voting
instructions received from Contract holders. The shares held by MONY in respect
of its providing operating capital to the Fund's Portfolios will be voted in the
same proportions as those voted by MONY and MONY America which are held in the
Variable Accounts. The Fund might nonetheless be deemed to be controlled by MONY
and MONY America by virtue of the definitions contained in the 1940 Act although
the Fund disclaims such control. The amount of shares of each Portfolio of the
Fund owned by directors or officers of the Fund will therefore be less than one
percent.
PORTFOLIO BROKERAGE AND RELATED PRACTICES
The Investment Adviser, which is at all times subject to the direction and
supervision of the Board of Directors of the Fund, is responsible for decisions
to buy and sell securities for the Portfolios, the selection of brokers and
dealers to effect the transactions, and the negotiations of brokerage
commissions, if any. The Investment Adviser may fulfill these responsibilities
to the Fund by using the services of MONY and MONY's Investment Department
personnel under the terms of the Services Agreement between the Investment
Adviser and MONY. For more detailed information about the Services Agreement,
see INVESTMENT ADVISORY AND OTHER SERVICES at pages 3-5.
Transactions on a stock exchange in equity securities will be executed
primarily through brokers that will receive a commission paid by the Fund.
Transactions in money market instruments and bonds, on the other hand, will not
normally incur any brokerage commissions. Such securities, as well as equity
securities traded in the over-the-counter market, are generally traded on a
"net" basis with dealers acting as principals for their own accounts without a
stated commission, although the price of a security usually includes a profit to
the dealer. In underwritten offerings, securities are purchased at a fixed price
that includes an amount of
(10)
<PAGE> 50
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. Certain of these securities may also be purchased
directly from an issuer, in which case neither commissions nor discounts are
paid.
The Investment Adviser is not obligated to deal with any dealer or group of
dealers in the execution of transactions for the Fund's Portfolios. In
connection with any securities transaction that involves a commission payment,
the Investment Adviser negotiates the commission with the broker in part on the
basis of the quality and quantity of execution services that the broker
provides, in light of generally prevailing commission rates. For the years 1995,
1996, and 1997, the Fund paid $22,126, $17,005, and $18,634, respectively, in
brokerage commissions.
When selecting a broker or dealer in connection with a transaction for any
Portfolio, the Investment Adviser gives consideration to whether the broker or
dealer has furnished MONY or any companies controlled by MONY with certain
research services. These services, which include statistical and economic data
and research reports on particular companies and industries, are services that
brokerage houses customarily provide to institutional investors. MONY personnel
may use these services in connection with all of the investment activities of
MONY or its companies, and some of the data or services obtained in connection
with the execution of transactions for a Portfolio may be used in managing other
investment accounts of MONY or its companies. Conversely, brokers and dealers
furnishing such services may be selected for the execution of transactions of
such other accounts, while the data or service may be used by MONY personnel in
providing investment management for the Fund.
It is the present practice of the Investment Adviser to use brokers
selected primarily on the basis of their furnishing not only satisfactory
execution of the transaction but also research services such as analyses and
reports concerning issuers and industries, economic factors and portfolio
strategy. In some cases, this could cause the Fund to pay commissions or spreads
in excess of the amount which another broker would have charged for effecting a
similar transaction. In any such case, the Investment Adviser will determine in
good faith that the greater commission or spread is reasonable in relation to
the value of the services provided by the executing broker viewed in terms of
the particular transaction or the Investment Adviser's responsibilities to each
Portfolio and overall responsibilities to all the Portfolios of the Fund and
accounts under the Investment Adviser's and MONY's management. No services other
than brokerage, research and statistical services are considered by the
Investment Adviser in determining the reasonableness and amount of commissions
or spreads to be paid to any broker. All such services obtained from brokers
benefit generally all the accounts and Portfolios under the Investment Adviser's
management and are not identified in any specific account or Portfolio, and may
benefit other accounts under MONY's management. Information so received will be
in addition to and not in lieu of the services required to be performed by the
Investment Adviser.
The Investment Adviser may employ a broker affiliated with the Investment
Adviser or MONY to execute brokerage transactions on behalf of the Portfolios,
as long as the Investment Adviser obtains a price and execution as favorable as
that which would be available through the use of an unaffiliated broker, and no
less favorable than the affiliated broker's contemporaneous charges to its other
most favored, but unaffiliated, customers. The Fund may not engage in any
transactions in which MONY or any of its affiliates acts as principal, including
over-the-counter purchases and negotiated trades in which such a party acts as a
principal.
The Investment Adviser or MONY may enter into business transactions with
brokers or dealers other than using them to execute Portfolio securities
transactions for accounts the Investment Adviser manages. These other
transactions will not affect the Investment Adviser's selection of brokers or
dealers in connection with portfolio transactions for the Fund.
The portfolio turnover rates for each Portfolio of the Fund are shown on
pages 4-10 of the Prospectus.
FEDERAL INCOME TAX STATUS
The Fund and each of its portfolios intend to qualify as a "regulated
investment company" under the applicable provisions of the Internal Revenue Code
of 1986, as amended (the "Code"). To qualify for
(11)
<PAGE> 51
treatment as regulated investment companies, the Fund and each of its Portfolios
must, among other things, satisfy the following requirements:
1. At least 90 percent of the gross income of each of the Portfolios
must be derived from dividends, interest, payments with respect to
securities loans (as defined in section 512(a)(5) of the Code), and gains
from the sale or other disposition of stock or securities (as defined in
section 2(a)(36) of the Investment Company Act of 1940, as amended) or
foreign currencies, or other income (including but not limited to gains
from options, futures, or forward contracts) derived with respect to its
business of investing in such stock, securities or currencies. For purposes
of meeting this requirement, foreign currency gains which are not ancillary
to the Portfolio's principal business of investing in stock or securities
(or options and futures with respect to stock or securities) may be
excluded from qualifying income.
2. Each Portfolio must derive less than 30 percent of its gross
income in each taxable year from the sale or other disposition of stock,
securities held for less than 3 months, options, futures, forward
contracts, or foreign currency gains not related to a Portfolio's principal
business of investing in stock or securities. No portfolio will be
disqualified under this test by reason of sales resulting from abnormal
redemptions on any day occurring before the close of the fifth business day
after such day if the sum of the percentages of assets redeemed for any day
on which such percentage exceeds 1% for the day in question and any prior
day in the taxable year exceeds 30% and the Fund would meet this test if
all its portfolios were treated as a single company.
3. At the close of each calendar quarter, at least 50 percent of the
value of the total assets of each of the Portfolios must by represented by
cash and cash items (including receivables), Government securities,
securities of other regulated investment companies, and other securities
(limited for each portfolio in respect of any one issuer, to an amount not
greater in value than 5 percent of the value of the total assets of that
Portfolio and to not more than 10 percent of the outstanding voting
securities of the issuer).
4. At the close of each calendar quarter, no more than 25 percent of
the value of the total assets of each of the Portfolios may be invested in
the securities of any one issuer except that this limitation shall not
apply to Government securities or securities of other regulated investment
companies. In addition, at the close of each calendar quarter, no more than
25 percent of the value of the total assets of each of the Portfolios may
be invested in the securities of 2 or more issuers which the Portfolio
controls and which are engaged in the same or similar trades or businesses.
For substantially all federal income tax purposes, each Portfolio of the
Fund is a separate entity. This means that the investment results of each
Portfolio will be calculated separately from those of the other Portfolios for
purposes of determining whether each Portfolio qualifies as a regulated
investment company and for purposes of determining the net ordinary income (or
loss) and net realized capital gains (or losses).
For information regarding the federal income tax implications of the Fund
and its Portfolios qualifying as a regulated investment company, see Dividends,
Distributions and Taxes in the Prospectus.
If the Fund qualifies as a "regulated investment company" by complying with
applicable provisions of the Code and distributes all of its net income (both
ordinary income and capital gain), the Fund will be relieved of federal income
tax on the amounts distributed.
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury Regulations currently in effect as
interpreted by the courts and the Internal Revenue Service. For the complete
provisions, reference should be made to the pertinent Code sections and the
Treasury Regulations promulgated thereunder. The Code and these Regulations are
subject to change by legislative, administrative or judicial action. Moreover,
although "series" fund regulated investment companies have been in existence for
many years, there is very little authority interpreting the pertinent provisions
of the Code and Treasury Regulations as they are applied to a "series" fund type
of regulated investment company like the Fund.
(12)
<PAGE> 52
CALCULATION OF PERFORMANCE OF THE PORTFOLIOS
From time to time the performance of one or more of the Portfolios may be
advertised. The performance data contained in these advertisements is based upon
historical earnings and is not indicative of future performance. The data for
each Portfolio reflects the results of that Portfolio of the Fund and recurring
charges and deductions borne by or imposed on the Portfolio. Set forth below for
each Portfolio is the manner in which the data contained in such advertisements
will be calculated.
Money Market Portfolio. The performance data for this Portfolio will
reflect the "yield" and "effective yield". The "yield" of the Portfolio refers
to the income generated by an investment in the Portfolio over the seven day
period stated in the advertisement. This income is "annualized", that is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly, but, when annualized,
the income earned by an investment in the Portfolio is assumed to be reinvested.
The "effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.
All Other Portfolios. The performance data for the Portfolios will reflect
the "yield" and "total return". The "yield" of each of the Portfolios (except
for a 7 day period for the Money Market Portfolio) refers to the income
generated by an investment in that Portfolio over the 30 day period stated in
the advertisement and is the result of dividing that income by the value of the
Portfolio. The value of each Portfolio is the average daily number of shares
outstanding multiplied by the net asset value on the last day of the period.
"Total return" for each of these Portfolios refers to the return a Shareholder
would receive during the period indicated if a $1,000 investment was made the
indicated number of years ago. It reflects investment results less charges and
deductions of the Fund. Returns for periods exceeding one year reflect the
average annual total return for such period. Total return data may also be shown
for larger investments which would reflect the average size purchase payment
made for Contracts, the purchasers of which may allocate purchase payments to
Subaccounts which purchase shares of the Portfolios of the Fund.
In addition, reference in advertisements may be made to various indices,
including, without limitation, the Standard & Poor's 500 Stock Index and the
Lehman Brothers Government/Corporate Index, and to various ranking services,
including, without limitation, the Lipper Annuity and Closed End Survey compiled
by Lipper Analytical Services and the VARDS report compiled by Variable Annuity
Research and Data Service in order to provide the reader a basis for comparison.
PERFORMANCE DATA
Money Market Portfolio. For the seven day period ended December 31, 1998,
the yield was % and the effective yield was %.
The yield was calculated by dividing the sum of dividends declared during
the 7 day period on one share purchased at the beginning of the 7 day period by
the value on the first day (the resulting quotient being the "Base Period
Return") and multiplying the Base Period Return by 365 divided by 7 to obtain
the annualized yield.
The effective yield was calculated by compounding the Base Period Return
calculated in accordance with the preceding paragraph, adding 1 to the Base
Period Return, raising that sum to a power equal to 365 divided by 7 and
subtracting 1 from the result.
Dividends reflect the net investment income of the Portfolio. Net
investment income reflects earnings on investments less expenses of the Fund
including the Investment Management Fee (which for calculating the yield and
effective yield quoted above will be the fee which would be charged based upon
the amount of assets under management on the last day of the period for which
the quoted yield is stated, which for the yield and the effective yield quoted
above is .40%). It is the practice of the Money Market Portfolio to pay
dividends daily in the form of shares (thereby maintaining the value of one
share of the Money Market Portfolio at $1.00). However, for the purpose of these
calculations, it has been assumed that no additional shares have been issued and
that dividends are paid in cash.
(13)
<PAGE> 53
All Portfolios including the Money Market Portfolio. The average annual
total return for the one, five, and ten year periods ended December 31, 1998,
and for the period since inception through December 31, 1998, are shown in the
following table.
MONY SERIES FUND, INC.
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE
FOR THE PERIOD SINCE
FOR THE YEAR FOR THE FIVE TEN YEARS INCEPTION
ENDED YEARS ENDED ENDED THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
PORTFOLIO 1998 1998 1998 1998
--------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Equity Growth (3/4/85)*....................
Equity Income (3/4/85)*....................
Intermediate Term Bond (3/1/85)*...........
Long Term Bond (3/20/85)*..................
Government Securities (5/1/91)*............
Diversified (4/3/85)*......................
Money Market (7/29/85)*....................
</TABLE>
- ---------------
* Inception date.
The table above assumes that a $1,000 payment was made at the beginning of
the period shown, that no further payments were made, that any distributions
from the assets of the Portfolio were reinvested. The average annual total
return percentages shown in the table reflect the average annualized historical
rates of return, deductions for all charges, expenses, and fees of the Fund. The
table does not reflect charges and deductions which are, or may be, imposed
under the Contracts.
YIELD
The 30 day yield for each of the Portfolios, other than the Money Market
Portfolio, for the 30-day period ended December 31, 1998 is shown in the
following table.
MONY SERIES FUND, INC.
YIELD FOR 30-DAY PERIOD ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
EQUITY EQUITY INTERMEDIATE LONG TERM GOVERNMENT
GROWTH INCOME TERM BOND BOND SECURITIES DIVERSIFIED
------ ------ ------------ --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Yield for 30 days ended
December 31, 1998............ % % % % % %
</TABLE>
The yield shown in the table above is computed by subtracting from the net
investment income of the Portfolio of the Fund charges and expenses of the Fund
with respect to the Portfolio and dividing the result by the value of the
Portfolio. For the Equity Growth and Equity Income Portfolios and for the stocks
and equity securities of the Diversified Portfolio of the Fund, net investment
income is the net of the dividends accrued ( 1/360 of the stated dividend rate
multiplied by the number of days the particular security is in the Portfolio) on
all equity securities during the 30-day period and expenses accrued for the
period. It does not reflect capital gains or losses. For the Intermediate Term
Bond, Long Term Bond and the Government Securities Portfolios and the debt
obligations held by the Diversified Portfolio of the Fund, net investment income
is the net of interest earned on the obligation held by the Portfolio and
expenses accrued for the period. Interest earned on the obligation is determined
by (i) computing the yield to maturity based on the market value of each
obligation held in the corresponding Portfolio at the close of business on the
thirtieth day of the period (or as to obligations purchased during that 30-day
period, based on the purchase price plus accrued interest); (ii) dividing the
yield to maturity for each obligation by 360; (iii) multiplying that quotient by
the market
(14)
<PAGE> 54
value of each obligation (including actual accrued interest) for each day of the
subsequent 30-day month that the obligation is in the Portfolio; and (iv)
totaling the interest on each obligation. Discount or premium amortization is
recomputed at the beginning of each 30-day period and with respect to discount
and premium on mortgage or other receivables-backed obligations subject to
monthly payment of principal and interest, discount and premium is amortized on
the remaining security, based on the cost of the security, to the weighted
average maturity date, if available, or to the remaining term of the security,
if the weighted average maturity date is not available. Gain or loss
attributable to actual monthly paydowns is reflected as an increase or decrease
in interest income during that period.
The yield shown reflects deductions for all charges, expenses, and fees of
the Fund. The table does not reflect charges and deductions which are, or may
be, imposed under the Contracts.
Net investment income of the Portfolio less all charges and expenses of the
Fund with respect to the Portfolio is divided by the product of the average
daily number of shares outstanding and the net asset value of one share on the
last day of the period. The sum of the quotient and 1 is raised to the 6th
power, 1 is subtracted from the result, and then multiplied by 2.
The table below shows total returns for the year to date (January 1, 1999
to February , 1999) assuming a $1,000 payment made at the beginning of the
period and reflecting the same assumptions as the table appearing on page 10:
MONY SERIES FUND, INC.
YEAR TO DATE TOTAL RETURN
ASSUMING $1,000 PAYMENT AT BEGINNING OF PERIOD
<TABLE>
<CAPTION>
JANUARY 1, TO
FEBRUARY ,
SUBACCOUNT 1999
---------- -------------
<S> <C>
Equity Growth............................................... %
Equity Income............................................... %
Intermediate Term Bond...................................... %
Long Term Bond.............................................. %
Government Securities....................................... %
Diversified................................................. %
Money Market................................................ %
</TABLE>
(15)
<PAGE> 55
FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Equity Growth Portfolio of Investments...................... F-2
Equity Income Portfolio of Investments...................... F-4
Intermediate Term Bond Portfolio of Investments............. F-6
Long Term Bond Portfolio of Investments..................... F-7
Diversified Portfolio of Investments........................ F-9
Government Securities Portfolio of Investments.............. F-11
Money Market Portfolio of Investments....................... F-12
Statements of Assets and Liabilities as of December 31,
1998...................................................... F-14
Statements of Operations as of December 31, 1998............ F-15
Statements of Changes in Net Assets......................... F-16
NOTES TO FINANCIAL STATEMENTS............................... F-18
REPORT OF INDEPENDENT ACCOUNTANTS........................... F-21
</TABLE>
F-1
<PAGE> 56
PART C
OTHER INFORMATION
REGISTRANT HEREBY INCORPORATES HEREIN BY REFERENCE THE PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION INCLUDED IN POST-EFFECTIVE AMENDMENT NO. 14 TO
REGISTRATION STATEMENT ON FORM N-1A (REGISTRATION NO. 2-95501).
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial Statements of MONY Series Fund, Inc. are included in the
Statement of Additional Information
(b) Exhibits
1. Articles of Incorporation of MONY Series Fund, Inc. previously filed
with the Commission as Exhibit 1 in Pre-Effective Amendment No. 1 to
Registration Statement dated July 12, 1985 (Registration No. 2-95501) is
incorporated herein by reference.
2. By-Laws of MONY Series Fund, Inc. as amended, previously filed with the
Commission as Exhibit 2 in Post-Effective Amendment No. 8 to Registration
Statement dated February 26, 1993 (Registration No. 2-95501) is incorporated
herein by reference.
5. (i) Amended Investment Advisory Agreement Between MONY Life Insurance
Company of America and MONY Series Fund, Inc. filed as Exhibit 5(i) in
Post-Effective Amendment No. 14 to Registration Statement dated February 27,
1998 (Registration No. 2-95501 is incorporated herein by reference.
(ii) Services Agreement Between The Mutual Life Insurance Company of New
York and MONY Life Insurance Company of America previously filed with the
Commission as Exhibit 5(ii) in Pre-Effective Amendment No. 2 to Registration
Statement dated July 19, 1985 (Registration No. 2-95501) is incorporated herein
by reference.
6. (i) Underwriting Agreement Between MONY Securities Corp., MONY Series
Fund, Inc., and MONY Life Insurance Company of America previously filed with the
Commission as Exhibit 6(i) in Post Effective Amendment No. 6 to Registration
Statement dated February 28, 1991 (Registration No. 2-95501) is incorporated
herein by reference.
(ii) Underwriting Agreement Between The Mutual Life Insurance Company of
New York, MONY Series Fund, Inc. and MONY Securities Corp. previously filed with
the Commission as Exhibit 6(ii) in Post Effective Amendment No. 6 to
Registration Statement dated February 28, 1991 (Registration No. 2-95501) is
incorporated herein by reference.
8. Custody Agreement Between Chemical Bank, now known as Chase Manhattan
Bank, and MONY Series Fund, Inc., previously filed with the Commission as
Exhibit 8 in Post-Effective Amendment No. 5 to Registration Statement dated
February 28, 1990 (Registration No. 2-9550) is incorporated herein by reference.
10. Opinion and Consent of Messrs. Cleary, Gottlieb, Steen & Hamilton
previously filed with the Commission as Exhibit 10 in Pre-Effective Amendment
No. 1 to Registration Statement dated July 12, 1985 (Registration No. 2-95501)
is incorporated herein by reference.
11. (a) PricewaterhouseCoopers, L.L.P., Independent Accountants [to be
filed by amendment].
(b) Representation and Consent of Messrs. Cleary, Gottlieb, Steen &
Hamilton previously filed with the Commission as Exhibit 11(b) in Post-Effective
Amendment No. 2 to Registration Statement dated July 19, 1985 (Registration No.
2-95501) is incorporated herein by reference.
13. Capitalization Agreement between MONY Series Fund, Inc. and The Mutual
Life Insurance Company of New York previously filed with the Commission as
Exhibit 13 in Pre-Effective Amendment No. 1 to Registration Statement dated July
12, 1985 (Registration No. 2-95501) is incorporated herein by reference.
14. Not Applicable.
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15. Not Applicable.
16. Calculation of Total Return and Yield.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
MONY Life Insurance Company ("MONY"), a stock life insurance company
organized under the laws of New York, through the Keynote Series Account, MONY
Variable Account A, MONY Variable Account L and MONY Variable Account S, and
MONY Life Insurance Company of America ("MONY America"), a corporation organized
under the laws of Arizona, through MONY America Variable Account A, MONY America
Variable Account L, and MONY America Variable Account S will own all of
Registrant's outstanding securities, except those shares of the Registrant
purchased by MONY for its own account as initial capitalization for the
Registrant, as described in the Registrant's Prospectus (Shares in the Fund) and
Statement of Additional Information (Control Persons). Those shares will be
voted as directed by persons having interests in the respective Variable
Accounts, registered as unit investment trusts under the Investment Company Act
of 1940 (the "1940 Act"). Registrant might nonetheless be deemed to be
controlled by such Companies by virtue of the presumption contained in Section
2(a)(9) of the 1940 Act although Registrant disclaims such control. MONY America
is a wholly-owned subsidiary of MONY. The subsidiaries of MONY are as follows:
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ORGANIZATION CHART
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ITEM 26. NUMBER OF HOLDERS OF SECURITIES
Shares have been sold to MONY and MONY Life Insurance Company of America,
the only shareholders of the MONY Series Fund as described in the Prospectus.
ITEM 27. INDEMNIFICATION
Article VII, paragraph (4) of Registrant's Articles of Incorporation
provides that:
The Corporation shall have the power and authority to indemnify its
directors, officers and employees to the fullest extent permitted by law.
No provision of these Articles of Incorporation shall be effective to (a)
require a waiver of compliance with any provision of the Securities Act of
1933, as amended, or the Investment Company Act of 1940, as amended, or of
any valid rule, regulation or order of the Securities and Exchange
Commission thereunder or (b) protect or purport to protect any director or
officer of the Corporation against any liability to the Corporation or its
security holders to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office.
Article VIII of the Registrant's By-Laws provides that:
Each officer, director, employee or agent of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted under the
Maryland General Corporation Law and the Investment Company Act of 1940, as
amended. Nothing in the By-Laws protects or purports to protect any
director, officer, employee, or agent of the Corporation against any
liability to the Corporation or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his or her office.
Article V of the Investment Advisory Agreement between Registrant and MONY
America provides that:
The Adviser will not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the investment
management services it performs under this Agreement, except for a loss
resulting from willful misfeasance, bad faith, or gross negligence or
reckless disregard in the performance of the duties or obligations under
this Agreement of Adviser (or its officers, directors, agents, employees,
controlling persons, shareholders, or any other person or entity affiliated
with the Adviser or retained by it to perform or assist in the performance
of its obligations under this Agreement). With respect to the
administrative services it is obligated to perform under this Agreement,
the Adviser will not be liable for any action taken or omitted by it in
good faith without negligence.
The MONY Directors' and Officers' Liability and Corporate Reimbursement
Insurance Policies, provide coverage for "Loss" (as defined in the Policies)
arising from any claim or claims by reason of any breach of duty, actual or
alleged error or misstatement or misleading statement, or net or omission or
neglect or breach of duty by a director or officer of MONY, any of its
subsidiaries, or investment companies affiliated with MONY (including the
Registrant), or any matter (not excluded by the coverage) claimed against him
solely by reason of his being a director or officer. The coverage Corporate
Reimbursement is provided to these insureds to the extent they shall be required
or permitted according to applicable law, common or statutory, or under their
respective charters or by-laws, to indemnify directors or officers for loss
arising from the above-described matters. Coverage is also provided to the
individual directors or officers for such loss, to the extent that they shall
not be indemnified. Loss essentially is the legal liability on claims against a
director or officer, including damages, judgments, settlements, costs, costs of
investigation (excluding salaries of officers or employees), amounts incurred in
the defense of legal actions, claims or proceedings and appeals therefrom and
cost of attachment or similar bonds. There are a number of exclusions from
coverage. One of the policies was issued by the Sargasso Mutual Insurance
Company, Ltd. and provides coverage for both Corporate Reimbursement and
Individual Reimbursement. The aggregate limit of coverage under the policies is
$15,000,000 each policy year, the corporate retention is $1,000,000 per loss,
and retention per person is $5,000 with an aggregate retention of $50,000 for
all persons per loss. After the retention limits are satisfied, the coverage
pays 99.5 percent of covered loss up to $1,000,000, and 100 percent of covered
loss in excess of $1,000,000. In addition, policies were issued by Corporate
Officers and Directors Assurance, Ltd. and ACE
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Insurance, Ltd. providing Individual Reimbursement coverage as excess over the
Sargasso policy with limits of $10,000,000 and $25,000,000, respectively.
Pursuant to Section 17(g) of the Investment Company Act of 1940 and the
rules thereunder, a single insured blanket fidelity bond has been issued to the
Registrant by National Union Fire Insurance Company of Pittsburgh, Pa. It covers
the Registrant's employees (as defined in the bond and including officers) for
losses through dishonesty or fraud, certain losses of property, losses sustained
by reason of liability imposed by law or by the constitution, rules or
regulations of any stock exchange if the Registrant had been a member thereof,
certain losses through forgery or alteration and losses through the good faith
receipt of counterfeit or altered currency. There are a number of exclusions
from coverage. The limit of liability under the bond is $3,000,000 with no
provision for any deductible amount by the Registrant.
Lexington Insurance Company has also issued an Investment Counselors Errors
and Omissions Policy which covers the Registrant, MONY Life Insurance Company of
America as Investment Adviser. It covers the foregoing corporations, and their
officers, directors and employees for loss (as defined in the policy) from any
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted. There are a number of exclusions from
coverage. The limit of liability under the policy is $1,000,000. The deductible
amount for each loss is $75,000 with respect to a corporation and individuals
who are indemnifiable and $5,000 with respect to individuals who are not
indemnifiable.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification for such
liabilities (other than the payment by the Registrant of expense incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, will (unless in the opinion of its counsel the
matter has been settled by controlling precedent) submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(1) Directors and Officers of MONY
MONY is managed by its Board of Directors. The directors of MONY (including
their principal occupations) and the principal officers of MONY (including their
positions and offices, as well as their principal occupations during the past
two fiscal years and their affiliations with MONY's subsidiaries) at February 1,
1999 are as follows:
DIRECTORS
CLAUDE M. BALLARD, JR., Limited Partner, Goldman, Sachs & Company, New
York, New York.
TOM H. BARRETT, Former Chairman of the Board, President & Chief Executive
Officer, The Goodyear Tire & Rubber Company, Akron, Ohio.
DAVID L. CALL, Donald P. Lynch Dean Emeritus, Dean, Cornell University,
College of Agriculture and Life Sciences, Ithaca, New York.
G. ROBERT DURHAM, Retired Chairman and Chief Executive Officer, Walter
Industries, Inc., Tampa, Fla. and Retired Chairman and Chief Executive Officer,
Phelps Dodge Corporation.
JAMES B. FARLEY, Retired Chairman and Chief Executive Officer, MONY.
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ROBERT HOLLAND, JR., President and Chief Executive Officer, WorkPlace
Integrators, Bingham Farms, Michigan.
JAMES L. JOHNSON, Chairman Emeritus, GTE Corporation, Stamford, Connecticut
06904.
ROBERT R. KILEY, President and Chief Executive Officer, The New York City
Partnership and Chamber of Commerce, Inc., New York, NY.
JOHN R. MEYER, Professor Emeritus, Harvard University, Cambridge,
Massachusetts 02138.
JANE C. PFEIFFER, Management Consultant, Greenwich, Ct.
THOMAS C. THEOBALD, Managing Director, William Blair Capital Partnership,
L.L.C., Chicago, Illinois.
OFFICER-DIRECTORS
MICHAEL I. ROTH, Director, Chairman and Chief Executive Officer, The MONY
Group Inc.; Director, Chairman and Chief Executive Officer, MONY; Director,
Chairman and Chief Executive Officer, MONY Life Insurance Company of America;
Director, MONY CS, Inc., and 1740 Advisers, Inc.
SAMUEL J. FOTI, Director, President and Chief Operating Officer, The MONY
Group Inc.; Director, President and Chief Operating Officer, MONY; Director,
President and Chief Operating Officer, MONY Life Insurance Company of America;
Director and Chairman, MONY International Holdings, Inc., MONY Life Insurance
Company of the Americas, Ltd., MONY Bank & Trust Company of the Americas, Ltd.;
Director, MONY Brokerage, Inc.,
KENNETH M. LEVINE, Director, Executive Vice President and Chief Investment
Officer, The MONY Group Inc.; Director, Executive Vice President and Chief
Investment Officer, MONY; Director, Chairman, and President, MONY Series Fund,
Inc.; Director, Chairman and Chief Executive Officer, 1740 Ventures, Inc., MONY
Realty Partners, Inc.; Director and President, MONY Funding, Inc.; Director and
Executive Vice President, MONY Life Insurance Company of America; Director, 1740
Advisers, Inc.
The business and other connections of MONY's officers are listed on
schedules A and D of Form ADV for MONY as filed with the Commission on December
20, 1977 and as amended, the text of which is hereby incorporated by reference.
(ii) Directors and Officers of MONY America
The business and other connections of MONY America's officers are listed in
MONY America Variable Account A (Registration No. 33-20453) ordered effective
August 1, 1988 as it may be amended from time to time and as currently on file
with the Commission, the text of which is hereby incorporated by reference.
The business address for all the directors of MONY America is 1740
Broadway, New York, New York 10019.
ITEM 29. PRINCIPAL UNDERWRITERS
MONY Securities Corp. ("MSC") is the principal underwriter of the Fund and
also acts as principal underwriter of the Contracts. MONY acts as a
subinvestment adviser to the Fund through the Services Agreement. The names of
MONY's directors and officers, as well as their principal business addresses and
positions and offices with MONY, are provided or referenced in response to Item
28. Neither MONY nor any other person receives commissions or other compensation
in connection with distribution of the Fund's shares, although they may receive
such commissions in connection with underwriting of the Contracts.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, or other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained by the Registrant, MONY Series Fund, Inc., 1740 Broadway, New York,
New York 10019, or Chase Manhattan Bank, the Registrant's custodian.
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ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not Applicable.
(c) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the provisions of its By-Laws and the laws of Maryland
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in said Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses paid or incurred by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, and the Commission is still of the same
opinion, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 16 to the Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of New York,
State of New York, on the 9th day of February, 1999 and Registrant hereby
certifies that the requirements of Rule 485(b) have been met.
MONY Series Fund, Inc.
By /s/ KENNETH M. LEVINE
------------------------------------
Kenneth M. Levine, Chairman
of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 16 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KENNETH M. LEVINE Director, Chairman of the
- ----------------------------------------------------- Board and President
Kenneth M. Levine (Principal Executive
Officer)
/s/ JOEL DAVIS Director
- -----------------------------------------------------
Joel Davis
/s/ MICHAEL J. DRABB Director
- -----------------------------------------------------
Michael J. Drabb
/s/ ALAN J. HARTNICK Director February 9, 1999
- -----------------------------------------------------
Alan J. Hartnick
/s/ FLOYD L. SMITH Director
- -----------------------------------------------------
Floyd L. Smith
</TABLE>
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